GREAT SOUTHERN BANCORP INC (Form: 10-Q, Received: 11/07/2011 14:40:01)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES ACT OF 1934

For the Quarterly Period ended September 30, 2011

Commission File Number 0-18082

GREAT SOUTHERN BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland		43-1524856
(State of Incorporation)		(IRS Employer Identification Number)

1451 E. Battlefield, Springfield, Missouri		65804
(Address of Principal Executive Offices)		(Zip Code)

(417) 887-4400

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / /

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes/X/ No / /

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check one):

Large accelerated filer / /	Accelerated filer /X/	Non-accelerated filer / /	Smaller reporting company / /
		(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes / / No /X/

The number of shares outstanding of each of the registrant's classes of common stock: 13,475,313 shares of common stock, par value $.01, outstanding at November 4, 2011.

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(In thousands, except number of shares)

	SEPTEMBER 30,		DECEMBER 31,
	2011		2010
	(Unaudited)
ASSETS
Cash	$	81,248	$	69,756
Interest-bearing deposits in other financial institutions		264,052		360,215
Cash and cash equivalents		345,300		429,971
Available-for-sale securities		795,404		769,546
Held-to-maturity securities (fair value $2,142 – September 2011;
$1,300 - December 2010)		1,865		1,125
Mortgage loans held for sale		19,969		22,499
Loans receivable, net of allowance for loan losses of
$40,466 – September 2011; $41,487 - December 2010		1,958,872		1,876,887
FDIC indemnification asset		62,567		100,878
Interest receivable		11,582		12,628
Prepaid expenses and other assets		74,828		52,390
Foreclosed assets held for sale, net		65,674		60,262
Premises and equipment, net		79,145		68,352
Goodwill and other intangible assets		4,772		5,395
Investment in Federal Home Loan Bank stock		11,236		11,572
Total Assets	$	3,431,214	$	3,411,505

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits	$	2,618,819	$	2,595,893
Federal Home Loan Bank advances		151,512		153,525
Securities sold under reverse repurchase agreements with customers		245,723		257,180
Short-term borrowings		660		778
Structured repurchase agreements		53,103		53,142
Subordinated debentures issued to capital trusts		30,929		30,929
Accrued interest payable		2,517		3,765
Advances from borrowers for taxes and insurance		2,589		1,019
Accounts payable and accrued expenses		10,699		10,395
Current and deferred income taxes		289		870
Total Liabilities		3,116,840		3,107,496
Stockholders' Equity:
Capital stock
Serial preferred stock – CPP, $.01 par value; authorized 1,000,000 shares; issued and outstanding September 2011 – 0 shares, December 2010 – 58,000 shares		--		56,480
Serial preferred stock – SBLF, $.01 par value; authorized 1,000,000 shares; issued and outstanding September 2011 – 57,943 shares, December 2010 – 0 shares		57,943		--
Common stock, $.01 par value; authorized 20,000,000 shares; issued and outstanding September 2011 – 13,475,313 shares;
December 2010 - 13,454,000 shares		134		134
Common stock warrants; September 2011 – 0 shares, December 2010 – 909,091 shares		--		2,452
Additional paid-in capital		17,067		20,701
Retained earnings		227,623		220,021
Accumulated other comprehensive gain		11,607		4,221
Total Stockholders' Equity		314,374		304,009
Total Liabilities and Stockholders' Equity	$	3,431,214	$	3,411,505

See Notes to Consolidated Financial Statements

GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

	THREE MONTHS ENDED SEPTEMBER 30,
	2011			2010
INTEREST INCOME	(Unaudited)
Loans	$	43,286		$	35,000
Investment securities and other		6,679			6,535
TOTAL INTEREST INCOME		49,965			41,535
INTEREST EXPENSE
Deposits		6,120			9,037
Federal Home Loan Bank advances		1,319			1,373
Short-term borrowings and repurchase agreements		746			777
Subordinated debentures issued to capital trusts		140			154
TOTAL INTEREST EXPENSE		8,325			11,341
NET INTEREST INCOME		41,640			30,194
PROVISION FOR LOAN LOSSES		8,500			10,800
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		33,140			19,394

NON-INTEREST INCOME
Commissions		2,003			1,917
Service charges and ATM fees		4,734			4,689
Net realized gains on sales of loans		743			1,155
Net realized gains on sales and impairments of available-for-sale securities		483			5,441
Late charges and fees on loans		187			170
Accretion (amortization) of income related to business acquisitions		(9,911	)		(1,604	)
Other income		554			464
TOTAL NON-INTEREST INCOME		(1,207	)		12,232

NON-INTEREST EXPENSE
Salaries and employee benefits		11,760			11,202
Net occupancy and equipment expense		3,977			3,435
Postage		719			827
Insurance		1,589			1,036
Advertising		366			508
Office supplies and printing		288			357
Telephone		640			633
Legal, audit and other professional fees		983			677
Expense on foreclosed assets		848			2,253
Other operating expenses		1,847			1,674
TOTAL NON-INTEREST EXPENSE		23,017			22,602

INCOME BEFORE INCOME TAXES		8,916			9,024

PROVISION FOR INCOME TAXES		2,463			2,862

NET INCOME		6,453			6,162
Preferred stock dividends and discount accretion		798			857
Non-cash deemed preferred stock dividend		1,212			--
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS	$	4,443		$	5,305
BASIC EARNINGS PER COMMON SHARE	$	0.33		$	0.39
DILUTED EARNINGS PER COMMON SHARE	$	0.33		$	0.38
DIVIDENDS DECLARED PER COMMON SHARE	$	.18		$	.18

See Notes to Consolidated Financial Statements

GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

	NINE MONTHS ENDED SEPTEMBER 30,
	2011			2010
INTEREST INCOME	(Unaudited)
Loans	$	127,613		$	99,747
Investment securities and other		20,536			21,153
TOTAL INTEREST INCOME		148,149			120,900
INTEREST EXPENSE
Deposits		20,267			29,834
Federal Home Loan Bank advances		3,920			4,178
Short-term borrowings and repurchase agreements		2,249			2,568
Subordinated debentures issued to capital trusts		420			432
TOTAL INTEREST EXPENSE		26,856			37,012
NET INTEREST INCOME		121,293			83,888
PROVISION FOR LOAN LOSSES		25,131			28,300
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		96,162			55,588

NON-INTEREST INCOME
Commissions		6,926			6,328
Service charges and ATM fees		13,270			14,333
Net realized gains on sales of loans		2,352			2,704
Net realized gains on sales and impairments of available-for-sale securities		83			8,906
Late charges and fees on loans		471			611
Accretion (amortization) of income related to business acquisitions		(29,960	)		961
Other income		1,721			1,526
TOTAL NON-INTEREST INCOME		(5,137	)		35,369

NON-INTEREST EXPENSE
Salaries and employee benefits		35,042			33,405
Net occupancy and equipment expense		11,306			10,305
Postage		2,285			2,494
Insurance		4,534			3,289
Advertising		1,049			1,307
Office supplies and printing		920			1,180
Telephone		1,778			1,741
Legal, audit and other professional fees		2,468			1,967
Expense on foreclosed assets		1,903			4,837
Other operating expenses		5,478			5,027
TOTAL NON-INTEREST EXPENSE		66,763			65,552

INCOME BEFORE INCOME TAXES		24,262			25,405

PROVISION FOR INCOME TAXES		6,024			7,880

NET INCOME		18,238			17,525
Preferred stock dividends and discount accretion		2,426			2,544
Non-cash deemed preferred stock dividend		1,212			--
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS	$	14,600		$	14,981
BASIC EARNINGS PER COMMON SHARE	$	1.08		$	1.12
DILUTED EARNINGS PER COMMON SHARE	$	1.08		$	1.07
DIVIDENDS DECLARED PER COMMON SHARE	$	.54		$	.54

See Notes to Consolidated Financial Statements

GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

	NINE MONTHS ENDED SEPTEMBER 30,
	2011			2010
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	18,238		$	17,525
Proceeds from sales of loans held for sale		123,123			123,821
Originations of loans held for sale		(119,759	)		(122,307	)
Items not requiring (providing) cash:
Depreciation		3,721			2,520
Amortization of other assets		1,681			760
Compensation expense for stock option grants		360			340
Provision for loan losses		25,131			28,300
Net gains on loan sales		(2,352	)		(2,704	)
Net gains on sale or impairment of available-for-sale investment securities		(83	)		(8,906	)
Net (gains) losses on sale of premises and equipment		152			(33	)
Loss on sale of foreclosed assets		867			1,066
Amortization (accretion) of deferred income, premiums, discounts
and fair value adjustments		29,456			(1,300	)
Deferred income taxes		(2,765	)		6,599
Changes in:
Interest receivable		1,046			3,230
Prepaid expenses and other assets		(13,183	)		30,810
Accounts payable and accrued expenses		(867	)		742
Income taxes refundable/payable		(1,793	)		(17,950	)
Net cash provided by operating activities		62,973			62,513
CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in loans		(123,500	)		100,546
Purchase of loans		(2,100	)		(12,164	)
Proceeds from sale of student loans		804			22,291
Purchase of additional business units		(1	)		(25	)
Purchase of premises and equipment		(12,446	)		(6,100	)
Proceeds from sale of premises and equipment		449			169
Proceeds from sale of foreclosed assets		10,446			21,932
Capitalized costs on foreclosed assets		(239	)		(1,188	)
Proceeds from sales of available-for-sale investment securities		21,217			296,948
Proceeds from maturing held-to-maturity investment securities		1,202			410
Proceeds from called investment securities		7,835			46,920
Principal reductions on mortgage-backed securities		89,451			151,079
Purchase of available-for-sale securities		(136,811	)		(380,583	)
Purchase of held-to-maturity securities		(840	)		(30,000	)
(Purchase) redemption of Federal Home Loan Bank stock		336			(360	)
Net cash (used in) provided by investing activities		(144,197	)		209,875
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in certificates of deposit		(115,249	)		(288,976	)
Net increase in checking and savings deposits		138,905			154,421
Repayments of Federal Home Loan Bank advances		(1,402	)		(16,853	)
Net decrease in short-term borrowings and structured repo		(11,575	)		(79,793	)
Advances from borrowers for taxes and insurance		1,570			672
Proceeds from issuance of preferred stock		57,943			--
Redemption of preferred stock		(58,000	)		--
Purchase of common stock warrant		(6,436	)		--
Dividends paid		(9,466	)		(9,423	)
Stock options exercised		263			524
Net cash used in financing activities		(3,447	)		(239,428	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(84,671	)		32,960
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		429,971			444,576
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	345,300		$	477,536

See Notes to Consolidated Financial Statements

GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements of Great Southern Bancorp, Inc. (the "Company" or "Great Southern") have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The financial statements presented herein reflect all adjustments which are, in the opinion of management, necessary to fairly present the financial condition, results of operations and cash flows of the Company for the periods presented. Those adjustments consist only of normal recurring adjustments. Operating results for the three and nine months ended September 30, 2011 are not necessarily indicative of the results that may be expected for the full year. The consolidated statement of financial condition of the Company as of December 31, 2010, has been derived from the audited consolidated statement of financial condition of the Company as of that date. Certain prior periods’ amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on net income.

Certain information and note disclosures normally included in the Company's annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for 2010 filed with the Securities and Exchange Commission.

NOTE 2: OPERATING SEGMENTS

The Company's banking operation is its only reportable segment. The banking operation is principally engaged in the business of originating residential and commercial real estate loans, construction loans, commercial business loans and consumer loans and funding these loans through deposits attracted from the general public and correspondent account relationships, brokered deposits and borrowings from the Federal Home Loan Bank ("FHLBank") and others. The operating results of this segment are regularly reviewed by management to make decisions about resource allocations and to assess performance.

Revenue from segments below the reportable segment threshold is attributable to three operating segments of the Company. These segments include insurance services, travel services and investment services. Selected information is not presented separately for the Company's reportable segment, as there is no material difference between that information and the corresponding information in the consolidated financial statements.

NOTE 3: COMPREHENSIVE INCOME

The FASB’s Accounting Standards Codification (“FASB ASC”) Topic 220 requires the reporting of comprehensive income and its components. Comprehensive income is defined as the change in equity from transactions and other events and circumstances from non-owner sources, and excludes investments by and distributions to owners. Comprehensive income includes net income and other items of comprehensive income meeting the above criteria. The Company's only component of other comprehensive income is the unrealized gains and losses on available-for-sale securities.

	Three Months Ended September 30,
	2011		2010
	(In Thousands)

Net unrealized gain on available-for-sale securities	$	4,774	$	2,301

Non-credit component of unrealized gain on available-for-sale debt
securities for which a portion of an other-than-temporary impairment
has been recognized		147		46

Less reclassification adjustment for gain included in net income		483		5,441

Other comprehensive income (loss), before tax effect		4,438		(3,094	)

Tax expense (benefit)		1,553		(1,083	)

Change in unrealized gain (loss) on available-for-sale securities,
net of income taxes	$	2,885	$	(2,011	)

	Nine Months Ended September 30,
	2011			2010
	(In Thousands)

Net unrealized gain on available-for-sale securities	$	11,394		$	5,903

Non-credit component of unrealized gain (loss) on available-for-sale debt
securities for which a portion of an other-than-temporary impairment
has been recognized		852			(389	)

Other-than-temporary impairment loss recognized in earnings on
available-for-sale debt securities		(400	)		—

Less reclassification adjustment for gain included in net income		483			8,906

Other comprehensive income (loss), before tax effect		11,363			(3,392	)

Tax expense (benefit)		3,977			(1,187	)

Change in unrealized gain (loss) on available-for-sale securities,
net of income taxes	$	7,386		$	(2,205	)

The components of accumulated other comprehensive income, included in stockholders’ equity, are as follows:

	September 30,		December 31,
	2011		2010
	(In Thousands)

Net unrealized gain on available-for-sale securities	$	17,790	$	7,279
Net unrealized gain (loss) on available-for-sale debt securities for which a
portion of an other-than-temporary impairment has been recognized		67		(785	)
		17,857		6,494
Tax expense		6,250		2,273

Net-of-tax amount	$	11,607	$	4,221

NOTE 4: RECENT ACCOUNTING PRONOUNCEMENTS

In September 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-09 to amend FASB ASC Subtopic 715-80, Compensation – Retirement Benefits – Multiemployer Plans: Disclosures about an Employer’s Participation in a Multiemployer Plan . The Update requires employers with multiemployer pension plans to provide additional disclosures. The new disclosures require qualitative and quantitative information about the plans such as detailed identification of the plans in which employers participate, the level of participation in the plans as indicated by contribution amounts and whether those contribution amounts represent more than five percent of total contributions made by all contributing employers, detailed information about the financial health of the plans and the nature of employer commitments to the plans. Further disclosure is required for plans without additional publicly available information outside of the employer’s disclosures such as the plan’s annual report on a US Form 5500. For public entities, the Update is effective for annual reporting periods beginning after December 15, 2011, and is not expected to have a material impact on the Company’s financial position or results of operations. The Company participates in a multiemployer plan and is currently evaluating the additional disclosures that may be required.

In September 2011, the FASB issued ASU No. 2011-08 to amend FASB ASC Topic 350, Intangibles – Goodwill and Other: Testing Goodwill for Impairment . The purpose of the Update is to simplify how entities test goodwill for impairment. The amendments allows entities the option of considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The results of this consideration are then used to determine whether the two-step goodwill impairment test described in Topic 350 must be performed. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. The Update is effective for interim and annual reporting periods beginning after December 15, 2011. While early adoption is permitted, the Company did not choose to do so. The Update is not expected to have a material impact on the Company’s financial position or results of operations.

In June 2011, the FASB issued ASU No. 2011-05 to amend FASB ASC Topic 220, Comprehensive Income: Presentation of Comprehensive Income . The purpose of the Update is to improve the comparability, consistency and transparency of financial reporting related to other comprehensive income. It eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. Instead, the components of other comprehensive income must either be presented with net income in a single continuous statement of comprehensive income or as a separate but consecutive statement following the statement of operations. Regardless of which method is used, adjustments for items that are reclassified from other comprehensive income to net income must be presented on the face of the financial statements. The Update is effective on a retrospective basis for interim and annual reporting periods beginning after December 15, 2011, and is not expected to have a material impact on the Company’s financial position or results of operations.

In May 2011, the FASB issued ASU No. 2011-04 to amend FASB ASC Topic 820, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs . The Update amends the GAAP requirements for measuring fair value and for disclosures about fair value measurements to improve consistency between GAAP and IFRSs by changing some of the wording used to describe the requirements, clarifying the intended application of certain requirements and changing certain principles. The Update is effective on a prospective basis for interim and annual reporting periods beginning after December 15, 2011, and is not expected to have a material impact on the Company’s financial position or results of operations.

In April 2011, the FASB issued ASU No. 2011-03 to amend FASB ASC Topic 860, Transfers and Servicing . ASC 860 outlines when the transfer of financial assets under a repurchase agreement may or may not be accounted for as a sale. Whether the transferring entity maintains effective control over the transferred financial assets provides the basis for such a determination. The previous requirement that the transferor must have the ability to repurchase or redeem the financial assets before the maturity of the agreement is removed from the assessment of effective control by this Update. The Update is effective on a prospective basis for interim and annual reporting periods beginning on or after December 15, 2011, and is not expected to have a material impact on the Company’s financial position or results of operations.

In April 2011, the FASB issued ASU No. 2011-02 to amend FASB ASC Subtopic 310-40, Receivables – Troubled Debt Restructurings by Creditors . The statement clarifies guidance used by creditors to identify troubled debt restructurings and to result in more consistent application of GAAP for debt restructurings. The guidance was effective for the Company on July 1, 2011. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.

NOTE 5: STOCKHOLDERS' EQUITY

Previously, the Company's stockholders approved the Company's reincorporation to the State of Maryland. Under Maryland law, there is no concept of "Treasury Shares." Instead, shares purchased by the Company constitute authorized but unissued shares under Maryland law. Accounting principles generally accepted in the United States of America state that accounting for treasury stock shall conform to state law. The cost of shares purchased by the Company has been allocated to Common Stock and Retained Earnings balances.

On August 18, 2011, the Company entered into a Small Business Lending Fund-Securities Purchase Agreement (“Purchase Agreement”) with the Secretary of the Treasury, pursuant to which the Company sold 57,943 shares of the Company’s Senior Non-Cumulative Perpetual Preferred Stock, Series A (the “SBLF Preferred Stock”) to the Secretary of the Treasury for a purchase price of $57,943,000. The SBLF Preferred Stock was issued pursuant to Treasury’s SBLF program, a $30 billion fund established under the Small Business Jobs Act of 2010 that was created to encourage lending to small businesses by providing Tier 1 capital to qualified community banks and holding companies with assets of less than $10 billion. As required by the Purchase Agreement, the proceeds from the sale of the SBLF Preferred Stock were used in connection with the redemption of the 58,000 shares of preferred stock, issued to the Treasury pursuant to the Capital Purchase Program (CPP), at a redemption price of $58.0 million plus the accrued dividends owed on the preferred shares.

On September 21, 2011, the Company completed the repurchase of the warrant held by the Treasury that was issued as a part of its participation in the CPP. The 10-year warrant was issued on December 5, 2008 and entitled the Treasury to purchase 909,091 shares of Great Southern Bancorp, Inc. common stock at an exercise price of $9.57 per share. The repurchase was completed for a price of $6.4 million, or $7.08 per warrant share, which was based on the fair market value of the warrant as agreed upon by the Company and the Treasury.

NOTE 6: EARNINGS PER SHARE

	Three Months Ended September 30,
	2011		2010
	(In Thousands, Except
	Per Share Data)

Basic:
Average shares outstanding		13,466		13,437
Net income available to common shareholders	$	4,443	$	5,305
Per share amount	$	0.33	$	0.39

Diluted:
Average shares outstanding		13,466		13,437
Net effect of dilutive stock options and warrants – based on the treasury
stock method using average market price		27		541
Diluted shares		13,493		13,978
Net income available to common shareholders	$	4,443	$	5,305
Per share amount	$	0.33	$	0.38

Options to purchase 661,935 and 456,045 shares of common stock were outstanding at September 30, 2011 and 2010, respectively, but were not included in the computation of diluted earnings per share for each period because the options’ exercise prices were greater than the average market prices of the common shares for the three months ended September 30, 2011 and 2010, respectively.

	Nine Months Ended September 30,
	2011		2010
	(In Thousands, Except
	Per Share Data)

Basic:
Average shares outstanding		13,462		13,433
Net income available to common shareholders	$	14,600	$	14,981
Per share amount	$	1.08	$	1.12

Diluted:
Average shares outstanding		13,462		13,433
Net effect of dilutive stock options and warrants – based on the treasury
stock method using average market price		33		583
Diluted shares		13,495		14,016
Net income available to common shareholders	$	14,600	$	14,981
Per share amount	$	1.08	$	1.07

Options to purchase 616,235 and 420,545 shares of common stock were outstanding at September 30, 2011 and 2010, respectively, but were not included in the computation of diluted earnings per share for each period because the options’ exercise prices were greater than the average market prices of the common shares for the nine months ended September 30, 2011 and 2010, respectively.

NOTE 7: INVESTMENT SECURITIES

	September 30, 2011
			Gross		Gross				Tax
	Amortized		Unrealized		Unrealized		Fair		Equivalent
	Cost		Gains		Losses		Value		Yield
	(In Thousands)

AVAILABLE-FOR-SALE SECURITIES:
U.S. government agencies	$	23,953	$	110	$	—	$	24,063		2.56	%
Collateralized mortgage obligations		1,757		—		365		1,392		12.53
Mortgage-backed securities		592,843		14,199		730		606,312		3.23
Small Business Administration
loan pools		56,779		1,118		—		57,897		1.74
States and political subdivisions		100,937		3,719		1,084		103,572		6.14
Corporate bonds		49		372		—		421		40.56
Equity securities		1,230		601		84		1,747		—
	$	777,548	$	20,119	$	2,263	$	795,404		3.49	%

HELD-TO-MATURITY SECURITIES:
States and political subdivisions	$	1,865	$	277	$	—	$	2,142		4.34	%

	December 31, 2010
			Gross		Gross				Tax
	Amortized		Unrealized		Unrealized		Fair		Equivalent
	Cost		Gains		Losses		Value		Yield
	(In Thousands)

AVAILABLE-FOR-SALE SECURITIES:
U.S. government agencies	$	4,000	$	—	$	20	$	3,980		2.35	%
Collateralized mortgage obligations		8,311		183		814		7,680		6.48
Mortgage-backed securities		590,085		10,879		1,753		599,211		3.30
Small Business Administration
loan pools		60,063		851		—		60,914		1.93
States and political subdivisions		99,314		378		4,075		95,617		6.16
Corporate bonds		49		—		28		21		74.97
Equity securities		1,230		893		—		2,123		0.18
	$	763,052	$	13,184	$	6,690	$	769,546		3.59	%

HELD-TO-MATURITY SECURITIES:
States and political subdivisions	$	1,125	$	175	$	—	$	1,300		7.31	%

The amortized cost and fair value of available-for-sale securities at September 30, 2011, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Amortized		Fair
	Cost		Value
	(In Thousands)

One year or less	$	1,033	$	1,034
After one through five years		6,229		6,282
After five through ten years		9,411		9,641
After ten years		165,045		168,996
Securities not due on a single maturity date		594,600		607,704
Equity securities		1,230		1,747

	$	777,548	$	795,404

The held-to-maturity securities at September 30, 2011, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Amortized		Fair
	Cost		Value
	(In Thousands)

One year or less	$	840	$	955
After five through ten years		1,025		1,187

	$	1,865	$	2,142

Certain investments in debt and marketable equity securities are reported in the financial statements at an amount less than their historical cost. Total fair value of these investments at September 30, 2011 and December 31, 2010, respectively, was approximately $179,698,000 and $298,813,000, which is approximately 22.54% and 38.77% of the Company’s available-for-sale and held-to-maturity investment portfolio, respectively.

Based on evaluation of available evidence, including recent changes in market interest rates, credit rating information and information obtained from regulatory filings, management believes the declines in fair value for these debt securities are temporary at September 30, 2011.

During the nine months ended September 30, 2011, the Company determined that the impairment of a non-agency collateralized mortgage obligation with a book value of $1.8 million had become other-than-temporary. Consequently, the Company recorded a $400,000 pre-tax charge to income. Based on evaluations of investment securities during the three months ended September 30, 2011 and the three and nine months ended September 30, 2010, none were determined to be other-than-temporarily impaired.

The following table shows the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2011 and December 31, 2010:

	September 30, 2011
	Less than 12 Months				12 Months or More				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
Description of Securities	Value		Losses		Value		Losses		Value		Losses
	(In Thousands)

Collateralized mortgage
obligations	$	—	$	—	$	1,757	$	365	$	1,757	$	365
Mortgage-backed securities		91,132		266		75,488		464		166,620		730
States and political
subdivisions		2,984		57		7,954		1,027		10,938		1,084
Equity securities		383		84		—		—		383		84
	$	94,499	$	407	$	85,199	$	1,856	$	179,698	$	2,263

	December 31, 2010
	Less than 12 Months				12 Months or More				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
Description of Securities	Value		Losses		Value		Losses		Value		Losses
	(In Thousands)

U.S. government agencies	$	3,980	$	20	$	—	$	—	$	3,980	$	20
Collateralized mortgage
obligations		—		—		1,809		814		1,809		814
Mortgage-backed securities		231,524		1,753		—		—		231,524		1,753
States and political
subdivisions		56,221		2,328		5,257		1,747		61,478		4,075
Corporate bonds		8		24		14		4		22		28
	$	291,733	$	4,125	$	7,080	$	2,565	$	298,813	$	6,690

Gross gains of $483,000 and $5.4 million and gross losses of $0 and $13,000 resulting from sales of available-for-sale securities were realized for the three months ended September 30, 2011 and 2010, respectively. Gross gains of $483,000 and $8.9 million and gross losses of $0 and $13,000 resulting from sales of available-for-sale securities were realized for the nine months ended September 30, 2011 and 2010, respectively. Gains and losses on sales of securities are determined on the specific-identification method.

Other-than-temporary Impairment. Upon acquisition of a security, the Company decides whether it is within the scope of the accounting guidance for beneficial interests in securitized financial assets or will be evaluated for impairment under the accounting guidance for investments in debt and equity securities.

The accounting guidance for beneficial interests in securitized financial assets provides incremental impairment guidance for a subset of the debt securities within the scope of the guidance for investments in debt and equity securities. For securities where the security is a beneficial interest in securitized financial assets, the Company uses the beneficial interests in securitized financial asset impairment model. For securities where the security is not a beneficial interest in securitized financial assets, the Company uses the debt and equity securities impairment model. The Company does not currently have securities within the scope of this guidance for beneficial interests in securitized financial assets.

The Company conducts periodic reviews to identify and evaluate each investment security to determine whether an other-than-temporary impairment has occurred. The Company considers the length of time a security has been in an unrealized loss position, the relative amount of the unrealized loss compared to the carrying value of the security, the type of security and other factors. If certain criteria are met, the Company performs additional review and evaluation using observable market values or various inputs in economic models to determine if an unrealized loss is other-than-temporary. The Company uses quoted market prices for marketable equity securities and uses broker pricing quotes based on observable inputs for equity investments that are not traded on a stock exchange. For non-agency collateralized mortgage obligations, to determine if the unrealized loss is other-than-temporary, the Company projects total estimated defaults of the underlying assets (mortgages) and multiplies that calculated amount by an estimate of realizable value upon sale in the marketplace (severity) in order to determine the projected collateral loss. The Company also evaluates any current credit enhancement underlying these securities to determine the impact on cash flows. If the Company determines that a given security position will be subject to a write-down or loss, the Company records the expected credit loss as a charge to earnings.

Credit Losses Recognized on Investments. Certain debt securities have experienced fair value deterioration due to credit losses.

The following table provides information about debt securities for which only a credit loss was recognized in income and other losses are recorded in other comprehensive income.

	Accumulated
	Credit Losses
	(In Thousands)
Credit losses on debt securities held
July 1, 2011	$	3,383
Additions related to other-than-temporary losses not previously recognized		—
Additions related to increases in credit losses on debt securities for which
other-than-temporary impairment losses were previously recognized		—
Reductions due to sales		—

September 30, 2011	$	3,383

	Accumulated
	Credit Losses
	(In Thousands)
Credit losses on debt securities held
July 1, 2010	$	2,983
Additions related to other-than-temporary losses not previously recognized		—
Reductions due to sales		—

September 30, 2010	$	2,983

	Accumulated
	Credit Losses
	(In Thousands)
Credit losses on debt securities held
January 1, 2011	$	2,983
Additions related to other-than-temporary losses not previously recognized		—
Additions related to increases in credit losses on debt securities for which
other-than-temporary impairment losses were previously recognized		400
Reductions due to sales		—

September 30, 2011	$	3,383

	Accumulated
	Credit Losses
	(In Thousands)
Credit losses on debt securities held
January 1, 2010	$	2,983
Additions related to other-than-temporary losses not previously recognized		—
Reductions due to sales		—

September 30, 2010	$	2,983

NOTE 8: LOANS AND ALLOWANCE FOR LOAN LOSSES

	September 30,			December 31,
	2011			2010
	(In Thousands)

One- to four-family residential construction	$	25,927		$	29,102
Subdivision construction		67,079			86,649
Land development		73,167			95,573
Commercial construction		123,058			68,018
Owner occupied one- to four-family residential		93,418			98,099
Non-owner occupied one- to four-family residential		143,399			136,984
Commercial real estate		597,897			530,277
Other residential		244,970			210,846
Commercial business		223,736			185,865
Industrial revenue bonds		61,055			64,641
Consumer auto		57,940			48,992
Consumer other		75,595			77,331
Home equity lines of credit		45,732			46,852
FDIC-supported loans, net of discounts (TeamBank)		132,920			144,633
FDIC-supported loans, net of discounts (Vantus Bank)		134,111			160,163
		2,100,004			1,984,025
Undisbursed portion of loans in process		(98,112	)		(63,108	)
Allowance for loan losses		(40,466	)		(41,487	)
Deferred loan fees and gains, net		(2,554	)		(2,543	)
	$	1,958,872		$	1,876,887

Weighted average interest rate		5.84	%		6.03	%

Classes of loans by aging were as follows:

	September 30, 2011
													Total Loans
	30-59 Days		60-89 Days		Over 90		Total Past				Total Loans		> 90 Days and
	Past Due		Past Due		Days		Due		Current		Receivable		Still Accruing
	(In Thousands)
One- to four-family
residential construction	$	—	$	—	$	1,879	$	1,879	$	24,048	$	25,927	$	—
Subdivision construction		197		445		5,063		5,705		61,374		67,079		—
Land development		2,629		—		429		3,058		70,109		73,167		—
Commercial construction		—		—		—		—		123,058		123,058		—
Owner occupied one- to four-
family residential		334		712		3,817		4,863		88,555		93,418		138
Non-owner occupied one- to
four-family residential		3,033		573		3,271		6,877		136,522		143,399		75
Commercial real estate		2,148		—		7,474		9,622		588,275		597,897		—
Other residential		211		—		3,245		3,456		241,514		244,970		—
Commercial business		260		587		1,700		2,547		221,189		223,736		8
Industrial revenue bonds		—		—		2,110		2,110		58,945		61,055		—
Consumer auto		233		24		88		345		57,595		57,940		14
Consumer other		1,336		304		589		2,229		73,366		75,595		225
Home equity lines of credit		23		20		222		265		45,467		45,732		—
FDIC-supported loans, net of
discounts (TeamBank)		1,419		5,964		22,961		30,344		102,576		132,920		—
FDIC-supported loans, net of
discounts (Vantus Bank)		840		368		7,770		8,978		125,133		134,111		14
		12,663		8,997		60,618		82,278		2,017,726		2,100,004		474
Less FDIC-supported loans,
net of discounts		2,259		6,332		30,731		39,322		227,709		267,031		14

Total	$	10,404	$	2,665	$	29,887	$	42,956	$	1,790,017	$	1,832,973	$	460

	December 31, 2010
													Total Loans
	30-59 Days		60-89 Days		Over 90		Total Past				Total Loans		> 90 Days and
	Past Due		Past Due		Days		Due		Current		Receivable		Still Accruing
	(In Thousands)
One- to four-family
residential construction	$	261	$	—	$	578	$	839	$	28,263	$	29,102	$	—
Subdivision construction		281		1,015		1,860		3,156		83,493		86,649		—
Land development		2,730		—		5,668		8,398		42,616		51,014		—
Commercial construction		—		—		—		—		112,577		112,577		—
Owner occupied one- to four-
family residential		4,856		914		2,724		8,494		89,605		98,099		—
Non-owner occupied one- to
four-family residential		2,085		2,130		2,831		7,046		129,938		136,984		—
Commercial real estate		2,749		8,546		6,074		17,369		512,908		530,277		—
Other residential		—		4,011		4,202		8,213		202,633		210,846		—
Commercial business		350		355		1,642		2,347		183,518		185,865		—
Industrial revenue bonds		—		—		2,190		2,190		62,451		64,641		—
Consumer auto		427		35		94		556		48,436		48,992		22
Consumer other		1,331		318		1,417		3,066		74,265		77,331		565
Home equity lines of credit		152		160		140		452		46,400		46,852		—
FDIC-supported loans, net of
discounts (TeamBank)		2,719		3,731		13,285		19,735		124,898		144,633		—
FDIC-supported loans, net of
discounts (Vantus Bank)		2,277		1,414		9,399		13,090		147,073		160,163		—
		20,218		22,629		52,104		94,951		1,889,074		1,984,025	$	587
Less FDIC-supported loans,
net of discounts		4,996		5,145		22,684		32,825		271,971		304,796

Total	$	15,222	$	17,484	$	29,420	$	62,126	$	1,617,103	$	1,679,229

Nonaccruing loans (excluding FDIC-supported loans, net of discount) are summarized as follows:

	September 30,		December 31,
	2011		2010
	(In Thousands)

One- to four-family residential construction	$	1,879	$	578
Subdivision construction		5,063		1,860
Land development		429		5,668
Commercial construction		—		—
Owner occupied one- to four-family residential		3,680		2,724
Non-owner occupied one- to four-family residential		3,196		2,831
Commercial real estate		7,474		6,074
Other residential		3,245		4,202
Commercial business		1,692		1,642
Industrial revenue bonds		2,110		2,190
Consumer auto		74		72
Consumer other		364		852
Home equity lines of credit		222		140

Total	$	29,428	$	28,833

The following table presents the activity in the allowance for loan losses by portfolio segment for the three and nine months ended September 30, 2011. Also presented are the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of September 30, 2011:

	One- to Four-
	Family
	Residential and			Other			Commercial			Commercial			Commercial
	Construction			Residential			Real Estate			Construction			Business			Consumer			Total
	(In Thousands)
Allowance for loan losses
Balance July 1, 2011	$	11,562		$	3,629		$	15,003		$	5,155		$	2,324		$	2,814		$	40,487
Provision charged to expense		(784	)		533			7,709			(3	)		1,050			(5	)		8,500
Losses charged off		(836	)		(23	)		(5,104	)		(2,107	)		(506	)		(966	)		(9,542	)
Recoveries		7			1			17			395			153			448			1,021
Balance September 30, 2011	$	9,949		$	4,140		$	17,625		$	3,440		$	3,021		$	2,291		$	40,466

Balance January 1, 2011	$	11,483		$	3,866		$	14,336		$	5,852		$	3,281		$	2,669		$	41,487
Provision charged to expense		2,892			3,183			13,595			3,475			1,058			928			25,131
Losses charged off		(4,462	)		(2,911	)		(10,374	)		(6,291	)		(2,222	)		(2,773	)		(29,033	)
Recoveries		36			2			68			404			904			1,467			2,881
Balance September 30, 2011	$	9,949		$	4,140		$	17,625		$	3,440		$	3,021		$	2,291		$	40,466

Ending balance:
Individually evaluated for
impairment	$	3,111		$	66		$	3,717		$	985		$	451		$	38		$	8,368
Collectively evaluated for
impairment	$	6,838		$	4,074		$	13,909		$	2,425		$	2,570		$	2,252		$	32,068
Loans acquired and
accounted for under ASC 310-30	$	—		$	—		$	—		$	30		$	—		$	—		$	30

Loans
Individually evaluated for
impairment	$	42,858		$	24,512		$	85,700		$	26,938		$	7,872		$	681		$	188,561
Collectively evaluated for
impairment	$	286,965		$	220,458		$	573,252		$	169,287		$	215,864		$	178,586		$	1,644,412
Loans acquired and
accounted for under ASC 310-30	$	61,365		$	23,464		$	118,515		$	18,045		$	13,810		$	31,832		$	267,031

The following table presents the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 31, 2010:

	One- to Four-
	Family
	Residential and		Other		Commercial		Commercial		Commercial
	Construction		Residential		Real Estate		Construction		Business		Consumer		Total
	(In Thousands)
Allowance for loan losses
Individually evaluated for
impairment	$	4,353	$	1,714	$	3,089	$	2,083	$	784	$	37	$	12,060
Collectively evaluated for
impairment	$	7,100	$	2,152	$	11,247	$	3,769	$	1,697	$	2,632	$	28,597
Loans acquired and
accounted for under ASC 310-30	$	—	$	—	$	—	$	30	$	800	$	—	$	830

Loans
Individually evaluated for
impairment	$	40,562	$	25,246	$	72,379	$	45,334	$	8,340	$	622	$	192,483
Collectively evaluated for
impairment	$	310,272	$	185,600	$	522,539	$	118,257	$	177,525	$	172,553	$	1,486,746
Loans acquired and
accounted for under ASC 310-30	$	75,727	$	23,277	$	128,704	$	22,858	$	15,215	$	39,015	$	304,796

The portfolio segments used in the preceding two tables correspond to the loan classes used in all other tables in Note 8 as follows:

·	The one-to four-family residential and construction segment includes the one- to four-family residential construction, subdivision construction, owner occupied one- to four-family residential and non-owner occupied one- to four-family residential classes

·	The other residential and construction segment corresponds to the other residential class

·	The commercial real estate segment includes the commercial real estate and industrial revenue bonds classes

·	The commercial construction segment includes the land development and commercial construction classes

·	The commercial business segment corresponds to the commercial business class

·	The consumer segment includes the consumer auto, consumer other and home equity lines of credit classes

Impaired loans are summarized as follows:

	September 30, 2011
			Unpaid
	Recorded		Principal		Specific
	Balance		Balance		Allowance
	(In Thousands)

One- to four-family residential construction	$	2,708	$	4,138	$	358
Subdivision construction		12,159		16,992		1,016
Land development		6,436		6,489		985
Commercial construction		—		—		—
Owner occupied one- to four-family residential		5,202		5,793		792
Non-owner occupied one- to four-family residential		8,752		8,987		945
Commercial real estate		52,567		53,533		3,695
Other residential		8,286		9,259		66
Commercial business		2,917		4,395		451
Industrial revenue bonds		2,110		2,190		22
Consumer auto		117		134		3
Consumer other		432		536		23
Home equity lines of credit		197		208		12

Total	$	101,883	$	112,654	$	8,368

	Three Months Ended				Nine Months Ended
	September 30, 2011				September 30, 2011
	Average				Average
	Investment		Interest		Investment		Interest
	in Impaired		Income		in Impaired		Income
	Loans		Recognized		Loans		Recognized
	(In Thousands)

One- to four-family residential construction	$	2,334	$	16	$	2,033	$	34
Subdivision construction		11,260		97		9,692		212
Land development		7,034		68		10,846		301
Commercial construction		—		—		411		—
Owner occupied one- to four-family residential		4,399		21		4,512		55
Non-owner occupied one- to four-family residential		8,603		84		9,497		285
Commercial real estate		34,181		659		28,915		1,120
Other residential		8,288		53		10,118		244
Commercial business		2,560		18		4,363		80
Industrial revenue bonds		2,110		—		2,145		—
Consumer auto		116		1		213		5
Consumer other		473		1		544		8
Home equity lines of credit		184		—		239		1

Total	$	81,542	$	1,018	$	83,528	$	2,345

							Year Ended
	December 31, 2010						December 31, 2010
							Average
			Unpaid				Investment		Interest
	Recorded		Principal		Specific		in Impaired		Income
	Balance		Balance		Allowance		Loans		Recognized
	(In Thousands)

One- to four-family residential construction	$	1,947	$	2,371	$	258	$	1,724	$	83
Subdivision construction		9,894		10,560		2,326		7,850		415
Land development		17,957		21,006		1,925		18,760		534
Commercial construction		1,851		1,851		158		458		31
Owner occupied one- to four-family
residential		5,205		5,620		542		3,612		69
Non-owner occupied one- to four-family
residential		11,785		12,267		1,227		8,182		386
Commercial real estate		25,782		26,392		3,045		10,615		603
Other residential		9,768		9,869		1,714		8,123		140
Commercial business		9,722		12,495		828		2,630		114
Consumer auto		125		137		4		30		1
Consumer other		429		481		14		93		4
Home equity lines of credit		148		166		19		109		1

Total	$	94,613	$	103,215	$	12,060	$	62,186	$	2,381

At September 30, 2011 and December 31, 2010, all impaired loans had specific valuation allowances.

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired. Troubled debt restructurings are loans that are modified by granting concessions to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. The types of concessions made are factored into the estimation of the allowance for loan losses for troubled debt restructurings primarily using a discounted cash flows or collateral adequacy approach.

At September 30, 2011, the Company had $10.7 million of construction loans, $8.3 million of residential mortgage loans, $28.9 million of commercial real estate loans, $672,000 of commercial business loans and $175,000 of consumer loans that were modified in troubled debt restructurings and impaired. Of the total troubled debt restructurings, $47.0 million were accruing interest at September 30, 2011. During the previous 12 months, one construction loan totaling $324,000 and one commercial business loan totaling $423,000 were modified as troubled debt restructurings and had payment defaults subsequent to the modifications. When loans modified as troubled debt restructuring have subsequent payment defaults, the defaults are factored in to the determination of the allowance for loan losses to ensure specific valuation allowances reflect amounts considered uncollectible. At December 31, 2010, the Company had $6.5 million of construction loans, $5.5 million of residential mortgage loans, $8.2 million of commercial real estate loans, $57,000 of other commercial loans and $150,000 of consumer loans that were modified in troubled debt restructurings and impaired. Of the total troubled debt restructurings, $16.5 million were accruing interest at December 31, 2010.

The Company reviews the credit quality of its loan portfolio using an internal grading system that classifies loans as “Satisfactory,” “Watch,” Special Mention” and “Substandard.” Substandard loans are characterized by the distinct possibility that the Bank will sustain some loss if certain deficiencies are not corrected. Special mention loans possess potential weaknesses that deserve management’s close attention but do not expose the Bank to a degree of risk that warrants substandard classification. Loans classified as watch are being monitored because of indications of potential weaknesses or deficiencies that may require future classification as special mention or substandard. Loans not meeting any of the criteria previously described are considered satisfactory. The FDIC-covered loans are evaluated using this internal grading system. However, since these loans are accounted for in pools and are currently substantially covered through loss sharing agreements with the FDIC, all of the loan pools were considered satisfactory at September 30, 2011 and December 31, 2010, respectively. See Note 9 for further discussion of the acquired loan pools and loss sharing agreements. The loan grading system is presented by loan class below:

	September 30, 2011
					Special
	Satisfactory		Watch		Mention		Substandard		Total
	(In Thousands)
One- to four-family residential
construction	$	21,284	$	2,622	$	—	$	2,021	$	25,927
Subdivision construction		48,279		6,956		—		11,844		67,079
Land development		51,204		16,231		—		5,732		73,167
Commercial construction		118,084		4,974		—		—		123,058
Owner occupied one- to four-family
residential		88,790		520		—		4,108		93,418
Non-owner occupied one- to four-family
residential		128,612		7,505		—		7,282		143,399
Commercial real estate		514,307		50,032		—		33,558		597,897
Other residential		220,458		21,268		—		3,244		244,970
Commercial business		215,864		4,955		—		2,917		223,736
Industrial revenue bonds		58,945		—		—		2,110		61,055
Consumer auto		57,844		—		—		96		57,940
Consumer other		75,207		—		—		388		75,595
Home equity lines of credit		45,535		—		—		197		45,732
FDIC-supported loans, net of discounts
(TeamBank)		132,920		—		—		—		132,920
FDIC-supported loans, net of discounts
(Vantus Bank)		134,111		—		—		—		134,111

Total	$	1,911,444	$	115,063	$	—	$	73,497	$	2,100,004

	December 31, 2010
					Special
	Satisfactory		Watch		Mention		Substandard		Total
	(In Thousands)
One- to four-family residential
construction	$	27,620	$	549	$	—	$	933	$	29,102
Subdivision construction		69,907		8,408		—		8,334		86,649
Land development		57,486		20,834		—		17,253		95,573
Commercial construction		60,770		5,397		—		1,851		68,018
Owner occupied one- to four-family
residential		92,385		766		—		4,948		98,099
Non-owner occupied one- to four-family
residential		120,360		6,471		—		10,153		136,984
Commercial real estate		460,088		46,805		2,574		20,810		530,277
Other residential		185,600		15,478		—		9,768		210,846
Commercial business		177,525		812		—		7,528		185,865
Industrial revenue bonds		62,451		—		—		2,190		64,641
Consumer auto		48,883		—		—		109		48,992
Consumer other		76,966		—		—		365		77,331
Home equity lines of credit		46,704		—		—		148		46,852
FDIC-supported loans, net of discounts
(TeamBank)		144,633		—		—		—		144,633
FDIC-supported loans, net of discounts
(Vantus Bank)		160,163		—		—		—		160,163

Total	$	1,791,541	$	105,520	$	2,574	$	84,390	$	1,984,025

NOTE 9: LOSS SHARING AGREEMENTS AND FDIC INDEMNIFICATION ASSETS

On March 20, 2009, Great Southern Bank entered into a purchase and assumption agreement with loss share with the Federal Deposit Insurance Corporation (FDIC) to assume all of the deposits (excluding brokered deposits) and acquire certain assets of TeamBank, N.A., a full service commercial bank headquartered in Paola, Kansas. A detailed discussion of this transaction is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, under the section titled “Item 8. Financial Statements and Supplementary Information.”

The loans, commitments and foreclosed assets purchased in the TeamBank transaction are covered by a loss sharing agreement between the FDIC and Great Southern Bank which affords the Bank at least 80% protection against losses. Under the loss sharing agreement, the Bank will share in the losses on assets covered under the agreement (referred to as covered assets). On losses up to $115.0 million, the FDIC has agreed to reimburse the Bank for 80% of the losses. On losses exceeding $115.0 million, the FDIC has agreed to reimburse the Bank for 95% of the losses. Realized losses covered by the loss sharing agreement include loan contractual balances (and related unfunded commitments that were acquired), accrued interest on loans for up to 90 days, the book value of foreclosed real estate acquired, and certain direct costs, less cash or other consideration received by the Bank. This agreement extends for ten years for 1-4 family real estate loans and for five years for other loans. The value of this loss sharing agreement was considered in determining fair values of loans and foreclosed assets acquired. The loss sharing agreement is subject to the Bank following servicing procedures as specified in the agreement with the FDIC. The expected reimbursements under the loss sharing agreement were recorded as an indemnification asset at their preliminary estimated fair value on the acquisition date. A discount was recorded in conjunction with the fair value of the acquired loans and the amount accreted to yield during the three and nine months ended September 30, 2011 was $588,000 and $2.0 million, respectively. The amount accreted to yield during the three and nine months ended September 30, 2010 was $909,000 and $1.6 million, respectively.

On September 4, 2009, Great Southern Bank entered into a purchase and assumption agreement with loss share with the FDIC to assume all of the deposits and acquire certain assets of Vantus Bank, a full service thrift headquartered in Sioux City, Iowa. A detailed discussion of this transaction is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, under the section titled “Item 8. Financial Statements and Supplementary Information.”

The loans, commitments and foreclosed assets purchased in the Vantus Bank transaction are covered by a loss sharing agreement between the FDIC and Great Southern Bank which affords the Bank at least 80% protection against losses. Under the loss sharing agreement, the Bank will share in the losses on assets covered under the agreement (referred to as covered assets). On losses up to $102.0 million, the FDIC has agreed to reimburse the Bank for 80% of the losses. On losses exceeding $102.0 million, the FDIC has agreed to reimburse the Bank for 95% of the losses. Realized losses covered by the loss sharing agreement include loan contractual balances (and related unfunded commitments that were acquired), accrued interest on loans for up to 90 days, the book value of foreclosed real estate acquired, and certain direct costs, less cash or other consideration received by the Bank. This agreement extends for ten years for 1-4 family real estate loans and for five years for other loans. The value of this loss sharing agreement was considered in determining fair values of loans and foreclosed assets acquired. The loss sharing agreement is subject to the Bank following servicing procedures as specified in the agreement with the FDIC. The expected reimbursements under the loss sharing agreement were recorded as an indemnification asset at their preliminary estimated fair value on the acquisition date. A discount was recorded in conjunction with the fair value of the acquired loans and the amount accreted to yield during the three and nine months ended September 30, 2011 was $217,000 and $740,000, respectively. The amount accreted to yield during the three and nine months ended September 30, 2010 was $336,000 and $886,000, respectively.

Fair Value and Expected Cash Flows. At the time of these acquisitions, the Company determined the fair value of the loan portfolios based on several assumptions. Factors considered in the valuations were projected cash flows for the loans, type of loan and related collateral, classification status, fixed or variable interest rate, term of loan, current discount rates and whether or not the loan was amortizing. Loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. Management also estimated the amount of credit losses that were expected to be realized for the loan portfolios. The discounted cash flow approach was used to value each pool of loans. For non-performing loans, fair value was estimated by calculating the present value of the recoverable cash flows using a discount rate based on comparable corporate bond rates. This valuation of the acquired loans is a significant component leading to the valuation of the loss sharing assets recorded.

The amount of the estimated cash flows expected to be received from the acquired loan pools in excess of the fair values recorded for the loan pools is referred to as the accretable yield. The accretable yield is recognized as interest income over the estimated lives of the loans. The Company continues to evaluate the fair value of the loans including cash flows expected to be collected. Increases in the Company’s cash flow expectations are recognized as increases to the accretable yield while decreases are recognized as impairments through the allowance for loan losses. During the three and nine months ended September 30, 2011, increases in expected cash flows related to both acquired loan portfolios resulted in adjustments of $13.2 million and $24.5 million, respectively, to the accretable yield to be spread over the estimated remaining lives of the loans on a level-yield basis. During the year ended December 31, 2010, similar such adjustments totaling $58.9 million were made to the accretable yield. The current year increases in

expected cash flows also reduced the amount of expected reimbursements under the loss sharing agreements. During the three and nine months ended September 30, 2011, this resulted in corresponding adjustments of $11.6 million and $21.6 million, respectively, to the indemnification assets to be amortized on a level-yield basis over the remainder of the loss sharing agreements or the remaining expected lives of the loan pools, whichever is shorter. During the second half of the year ended December 31, 2010, similar such adjustments totaling $51.8 million were made to the indemnification assets. The impact of adjustments on the Company’s financial results is shown below:

	Three Months Ended
	September 30, 2011				September 30, 2010
	(In Thousands, Except Per Share Data
	and Basis Points Data)

Impact on net interest income/
net interest margin (in basis points)	$	14,233		184 bps	$	4,236		57 bps
Non-interest income		(12,717	)			(3,564	)
Net impact to pre-tax income	$	1,516			$	672
Net impact net of taxes	$	986			$	437
Impact to diluted earnings per common share	$	0.07			$	0.05

	Nine Months Ended
	September 30, 2011				September 30, 2010
	(In Thousands, Except Per Share Data
	and Basis Points Data)

Impact on net interest income/
net interest margin (in basis points)	$	39,715		171 bps	$	4,236		19 bps
Non-interest income		(35,470	)			(3,564	)
Net impact to pre-tax income	$	4,245			$	672
Net impact net of taxes	$	2,759			$	437
Impact to diluted earnings per common share	$	0.20			$	0.03

Because these adjustments will be recognized over the estimated remaining lives of the loan pools, they will impact future periods as well. The majority of the remaining $24.2 million of accretable yield adjustment affecting interest income and $(20.9) million of adjustment to the indemnification assets affecting non-interest income is expected to be recognized over the next year, with $8.8 million of interest income and $(7.8) million of non-interest income (expense) expected to be recognized in the remainder of 2011. Additional adjustments may be recorded in future periods as the Company continues to estimate expected cash flows from the acquired loan pools.

The loss sharing asset is measured separately from the loan portfolio because it is not contractually embedded in the loans and is not transferable with the loans should the Bank choose to dispose of them. Fair value was estimated using projected cash flows available for loss sharing based on the credit adjustments estimated for each loan pool (as discussed above) and the loss sharing percentages outlined in the Purchase and Assumption Agreement with the FDIC. These cash flows were discounted to reflect the uncertainty of the timing and receipt of the loss sharing reimbursement from the FDIC. The loss sharing asset is also separately measured from the related foreclosed real estate.

TeamBank FDIC Indemnification Asset. The following tables present the balances of the FDIC indemnification asset related to the TeamBank transaction at September 30, 2011 and December 31, 2010. Gross loan balances (due from the borrower) were reduced approximately $261.0 million since the transaction date because of $182.9 million of repayments from borrowers, $13.2 million in transfers to foreclosed assets and $64.9 million in charge-offs to customer loan balances. Based upon the collectability analyses performed during the acquisition, we expected certain levels of foreclosures and charge-offs and actual results have been better than our expectations. As a result, cash flows expected to be received from the acquired loan pools have increased, resulting in adjustments that were made to the related accretable yield as described above.

	September 30, 2011
				Foreclosed
	Loans			Assets
	(In Thousands)
Initial basis for loss sharing determination,
net of activity since acquisition date	$	174,792		$	16,882
Non-credit premium/(discount), net of activity since acquisition date		(1,871	)		—
Reclassification from nonaccretable discount to accretable discount
due to change in expected losses (net of accretion to date)		(10,455	)		—
Original estimated fair value of assets, net of activity since
acquisition date		(132,920	)		(6,949	)

Expected loss remaining		29,546			9,933
Assumed loss sharing recovery percentage		81	%		79	%

Expected loss remaining		23,838			7,887
Indemnification asset to be amortized resulting from
change in expected losses		9,891			—
Accretable discount on FDIC indemnification asset		(3,383	)		—
FDIC indemnification asset	$	30,346		$	7,887

	December 31, 2010
				Foreclosed
	Loans			Assets
	(In Thousands)
Initial basis for loss sharing determination,
net of activity since acquisition date	$	219,289		$	15,921
Non-credit premium/(discount), net of activity since acquisition date		(3,875	)		—
Reclassification from nonaccretable discount to accretable discount
due to change in expected losses (net of accretion to date)		(21,071	)		—
Original estimated fair value of assets, net of activity since
acquisition date		(144,633	)		(5,463	)

Expected loss remaining		49,710			10,458
Assumed loss sharing recovery percentage		85	%		78	%

Expected loss remaining		42,275			8,204
Indemnification asset to be amortized resulting from
change in expected losses		20,011			—
Accretable discount on FDIC indemnification asset		(6,077	)		—
FDIC indemnification asset	$	56,209		$	8,204

Vantus Bank Indemnification Asset. The following tables present the balances of the FDIC indemnification asset related to the Vantus Bank transaction at September 30, 2011 and December 31, 2010. Gross loan balances (due from the borrower) were reduced approximately $166.9 million since the transaction date because of $137.7 million of repayments from borrowers, $4.1 million in transfers to foreclosed assets and $25.1 million in charge-offs to customer loan balances. Based upon the collectability analyses performed during the acquisition, we expected certain levels of foreclosures and charge-offs and actual results have been better than our expectations. As a result, cash flows expected to be received from the acquired loan pools have increased, resulting in adjustments that were made to the related accretable yield as described above.

	September 30, 2011
				Foreclosed
	Loans			Assets
	(In Thousands)
Initial basis for loss sharing determination,
net of activity since acquisition date	$	164,609		$	10,431
Non-credit premium/(discount), net of activity since acquisition date		(691	)		—
Reclassification from nonaccretable discount to accretable discount
due to change in expected losses (net of accretion to date)		(13,792	)		—
Original estimated fair value of assets, net of activity since
acquisition date		(134,111	)		(6,763	)

Expected loss remaining		16,015			3,668
Assumed loss sharing recovery percentage		80	%		80	%

Expected loss remaining		12,812			2,934
Indemnification asset to be amortized resulting from
change in expected losses		11,034			—
Accretable discount on FDIC indemnification asset		(2,337	)		(109	)
FDIC indemnification asset	$	21,509		$	2,825

	December 31, 2010
				Foreclosed
	Loans			Assets
	(In Thousands)
Initial basis for loss sharing determination,
net of activity since acquisition date	$	208,080		$	9,944
Non-credit premium/(discount), net of activity since acquisition date		(1,431	)		—
Reclassification from nonaccretable discount to accretable discount
due to change in expected losses (net of accretion to date)		(18,428	)		—
Original estimated fair value of assets, net of activity since
acquisition date		(160,163	)		(5,899	)

Expected loss remaining		28,058			4,045
Assumed loss sharing recovery percentage		80	%		80	%

Expected loss remaining		22,445			3,236
Indemnification asset to be amortized resulting from
change in expected losses		14,743			—
Accretable discount on FDIC indemnification asset		(3,850	)		(109	)
FDIC indemnification asset	$	33,338		$	3,127

Changes in the accretable yield for acquired loan pools were as follows for the three months ended September 30, 2011 and 2010:

	TeamBank			Vantus Bank
	(In Thousands)

Balance, July 1, 2010	$	24,204		$	30,444
Accretion		(4,708	)		(6,077	)
Reclassification from nonaccretable difference (1)		680			2,502

Balance, September 30, 2010	$	20,176		$	26,869

Balance, July 1, 2011	$	23,145		$	26,883
Accretion		(11,263	)		(6,855	)
Reclassification from nonaccretable difference (1)		7,700			5,651

Balance, September 30, 2011	$	19,582		$	25,679

(1)

Represents increases in estimated cash flows expected to be received from the acquired loan pools, primarily due to lower estimated credit losses. The numbers also include changes in expected accretion of the loan pools for TeamBank and Vantus Bank for the three months ended September 30, 2010 totaling $3.6 million and $10.8 million, respectively, and for the three months ended September 30, 2011 totaling $6.7 million and $6.6 million, respectively.

Changes in the accretable yield for acquired loan pools were as follows for the nine months ended September 30, 2011 and 2010:

	TeamBank			Vantus Bank
	(In Thousands)

Balance, January 1, 2010	$	31,300		$	39,023
Accretion		(11,804	)		(14,656	)
Reclassification from nonaccretable difference (1)		680			2,502

Balance, September 30, 2010	$	20,176		$	26,869

Balance, January 1, 2011	$	36,765		$	35,796
Accretion		(32,786	)		(22,365	)
Reclassification from nonaccretable difference (1)		15,603			12,248

Balance, September 30, 2011	$	19,582		$	25,679

(1)

Represents increases in estimated cash flows expected to be received from the acquired loan pools, primarily due to lower estimated credit losses. The numbers also include changes in expected accretion of the loan pools for TeamBank and Vantus Bank for the nine months ended September 30, 2010 totaling $3.6 million and $10.8 million, respectively, and for the nine months ended September 30, 2011 totaling $13.8 million and $10.7 million, respectively.

NOTE 10: FORECLOSED ASSETS HELD FOR SALE

Major classifications of foreclosed assets were as follows:

	September 30,		December 31,
	2011		2010
	(In Thousands)
One-to four-family construction	$	1,158	$	2,510
Subdivision construction		18,475		19,816
Land development		17,348		10,620
Commercial construction		2,747		3,997
One-to four-family residential		2,294		2,896
Other residential		4,962		4,178
Commercial real estate		3,513		4,565
Commercial business		79		—
Consumer		1,385		318
		51,961		48,900
FDIC-supported foreclosed assets, net of discounts		13,713		11,362
	$	65,674	$	60,262

Expenses applicable to foreclosed assets included the following:

	Three Months Ended September 30,
	2011		2010
	(In Thousands)
Net loss on sales of real estate	$	95	$	1,420
Operating expenses, net of rental income		753		833

	$	848	$	2,253

	Nine Months Ended September 30,
	2011			2010
	(In Thousands)
Net (gain) loss on sales of real estate	$	(189	)	$	2,313
Operating expenses, net of rental income		2,092			2,524

	$	1,903		$	4,837

NOTE 11: DEPOSITS

	September 30,	December 31,
	2011	2010
	(In Thousands)
Time Deposits:
0.00% - 1.99%	$ 962,972	$ 838,619
2.00% - 2.99%	159,498	298,029
3.00% - 3.99%	18,711	28,398
4.00% - 4.99%	35,756	126,001
5.00% - 5.99%	6,648	8,346
6.00% - 6.99%	140	311
Total time deposits (1.38% - 1.85%)	1,183,725	1,299,704
Non-interest-bearing demand deposits	301,373	257,569
Interest-bearing demand and savings deposits (0.61% - 0.83%)	1,133,721	1,038,620
Total Deposits	$2,618,819	$2,595,893

NOTE 12: INCOME TAXES

Reconciliations of the Company’s effective tax rates to the statutory corporate tax rates were as follows:

	Three Months Ended September 30,
	2011			2010
	(In Thousands)
Tax at statutory rate		35.0	%		35.0	%
Nontaxable interest and dividends		(6.2	)		(3.8	)
Tax credits		(2.5	)		—
State taxes		0.6			0.7
Other		0.7			(0.2	)

		27.6	%		31.7	%

	Nine Months Ended September 30,
	2011			2010
	(In Thousands)
Tax at statutory rate		35.0	%		35.0	%
Nontaxable interest and dividends		(6.8	)		(4.6	)
Tax credits		(5.1	)		(0.2	)
State taxes		1.1			0.8
Other		0.6			—

		24.8	%		31.0	%

NOTE 13: FAIR VALUE MEASUREMENT

ASC Topic 820, Fair Value Measurements , defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Quoted prices in active markets for identical assets or liabilities (Level 1): Inputs that are quoted unadjusted prices in active markets for identical assets that the Company has the ability to access at the measurement date. An active market for the asset is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Other observable inputs (Level 2): Inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity including quoted prices for similar assets, quoted prices for securities in inactive markets and inputs derived principally from or corroborated by observable market data by correlation or other means.

·	Significant unobservable inputs (Level 3): Inputs that reflect assumptions of a source independent of the reporting entity or the reporting entity's own assumptions that are supported by little or no market activity or observable inputs.

Financial instruments are broken down as follows by recurring or nonrecurring measurement status. Recurring assets are initially measured at fair value and are required to be remeasured at fair value in the financial statements at each reporting date. Assets measured on a nonrecurring basis are assets that, due to an event or circumstance, were required to be remeasured at fair value after initial recognition in the financial statements at some time during the reporting period.

The following is a description of inputs and valuation methodologies used for assets recorded at fair value on a recurring basis and recognized in the accompanying balance sheets at September 30, 2011, as well as the general classification of such assets pursuant to the valuation hierarchy.

Securities Available for Sale. Investment securities available for sale are recorded at fair value on a recurring basis. The fair values used by the Company are obtained from an independent pricing service, which represent either quoted market prices for the identical asset or fair values determined by pricing models, or other model-based valuation techniques, that consider observable market data, such as interest rate volatilities, LIBOR yield curve, credit spreads and prices from market makers and live trading systems. Recurring Level 1 securities include exchange traded equity securities. Recurring Level 2 securities available for sale include U.S. government agency securities, mortgage-backed securities, collateralized mortgage obligations, Small Business Administration (SBA) loan pools, state and municipal bonds, corporate bonds and equity securities. Inputs used for valuing Level 2 securities include observable data that may include dealer quotes, benchmark yields, market spreads, live trading levels and market consensus prepayment speeds, among other things. Additional inputs include indicative values derived from the independent pricing service’s proprietary computerized models. No securities available for sale were included in the category of Recurring Level 3 securities at or for the three and nine months ended September 30, 2011.

Mortgage Servicing Rights. Mortgage servicing rights do not trade in an active, open market with readily observable prices. Accordingly, fair value is estimated using discounted cash flow models. Due to the nature of the valuation inputs, mortgage servicing rights are classified within Level 3 of the hierarchy.

			Fair value measurements using
			Quoted prices
			in active
			markets		Other		Significant
			for identical		observable		unobservable
			assets		inputs		inputs
	Fair value		(Level 1)		(Level 2)		(Level 3)
	(In Thousands)
September 30, 2011
U.S. government agencies	$	24,063	$	—	$	24,063	$	—
Collateralized mortgage obligations		1,392		—		1,392		—
Mortgage-backed securities		606,312		—		606,312		—
Small Business Administration loan pools		57,897		—		57,897		—
Corporate bonds		421		—		421		—
States and political subdivisions		103,572		—		103,572		—
Equity securities		1,747		300		1,447		—
Mortgage servicing rights		367		—		—		367

December 31, 2010
U.S. government agencies	$	3,980	$	—	$	3,980	$	—
Collateralized mortgage obligations		7,680		—		7,680		—
Mortgage-backed securities		599,211		—		599,211		—
Small Business Administration loan pools		60,914		—		60,914		—
Corporate bonds		21		—		21		—
States and political subdivisions		95,617		—		95,617		—
Equity securities		2,123		630		1,493		—
Mortgage servicing rights		637		—		—		637

The Company considers transfers between the levels of the hierarchy to be recognized at the end of related reporting periods. From December 31, 2010 to September 30, 2011, no assets for which fair value is measured on a recurring basis transferred between any levels of the hierarchy.

The following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying balance sheet using significant unobservable (Level 3) inputs .

	Mortgage Servicing Rights
	2011			2010
	(In Thousands)

Balance, July 1	$	450		$	915
Additions		4			4
Amortization		(87	)		(144	)
Balance, September 30	$	367		$	775

	Mortgage Servicing Rights
	2011			2010
	(In Thousands)

Balance, January 1	$	637		$	1,132
Additions		16			41
Amortization		(286	)		(398	)
Balance, September 30	$	367		$	775

The following is a description of valuation methodologies used for assets measured at fair value on a nonrecurring basis at September 30, 2011, as well as the general classification of such assets pursuant to the valuation hierarchy .

Impaired Loans. A loan is considered to be impaired when it is probable that all of the principal and interest due may not be collected according to its contractual terms. Generally, when a loan is considered impaired, the amount of reserve required under FASB ASC 310, Receivables, is measured based on the fair value of the underlying collateral. The Company makes such measurements on all material loans deemed impaired using the fair value of the collateral for collateral dependent loans. The fair value of collateral used by the Company is determined by obtaining an observable market price or by obtaining an appraised value from an independent, licensed or certified appraiser, using observable market data. This data includes information such as selling price of similar properties and capitalization rates of similar properties sold within the market, expected future cash flows or earnings of the subject property based on current market expectations, and other relevant factors. All appraised values are adjusted for market-related trends based on the Company’s experience in sales and other appraisals of similar property types as well as estimated selling costs. Each quarter management reviews all collateral dependent impaired loans on a loan-by-loan basis to determine whether updated appraisals are necessary based on loan performance, collateral type and guarantor support. At times, the Company measures the fair value of collateral dependent impaired loans using appraisals with dates prior to one year from the date of review. These appraisals are discounted by applying current, observable market data about similar property types such as sales contracts, approved foreclosure bids, other appraisals, sales or collateral assessments based on current market activity until updated appraisals are obtained. Depending on the length of time since an appraisal was performed and the data provided through our reviews, these appraisals are typically discounted 10-40%. The policy described above is the same for all types of collateral dependent impaired loans.

The Company records impaired loans as Nonrecurring Level 3. If a loan’s fair value as estimated by the Company is less than its carrying value, the Company either records a charge-off of the portion of the loan that exceeds the fair value or establishes a reserve within the allowance for loan losses specific to the loan. Loans for which such charge-offs or reserves were recorded during the nine months ended September 30, 2011 are shown in the table below (net of reserves).

Foreclosed Assets Held for Sale. Foreclosed assets held for sale are initially recorded at fair value less estimated cost to sell at the date of foreclosure. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less estimated cost to sell. Foreclosed assets held for sale are classified within Level 3 of the fair value hierarchy. The foreclosed assets represented in the table below were re-measured during the nine months ended September 30, 2011, subsequent to their initial transfer to foreclosed assets.

The following tables present the fair value measurements of assets measured at fair value during the periods presented on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at September 30, 2011 and December 31, 2010:

			Fair Value Measurements Using
			Quoted prices
			in active
			markets		Other		Significant
			for identical		observable		unobservable
			assets		inputs		inputs
	Fair value		(Level 1)		(Level 2)		(Level 3)
	(In Thousands)
September 30, 2011
Impaired loans	$	45,857	$	—	$	—	$	45,857
Foreclosed assets held for sale		486		—		—		486

December 31, 2010
Impaired loans	$	80,407	$	—	$	—	$	80,407
Foreclosed assets held for sale		10,360		—		—		10,360

The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheet at amounts other than fair value:

Cash and Cash Equivalents and Federal Home Loan Bank Stock. The carrying amount approximates fair value.

Loans and Interest Receivable. The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Loans with similar characteristics are aggregated for purposes of the calculations. The carrying amount of accrued interest receivable approximates its fair value.

Deposits and Accrued Interest Payable. The fair value of demand deposits and savings accounts is the amount payable on demand at the reporting date, i.e., their carrying amounts. The fair value of fixed maturity certificates of deposit is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities. The carrying amount of accrued interest payable approximates its fair value.

Federal Home Loan Bank Advances. Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate fair value of existing advances.

Short-Term Borrowings. The carrying amount approximates fair value.

Subordinated Debentures Issued to Capital Trusts. The subordinated debentures have floating rates that reset quarterly. The Company can redeem these instruments at par on a quarterly basis beginning in February (with respect to $25.8 million of the subordinated debentures) and October (with respect to $5.2 million of the subordinated debentures) 2012, respectively. The carrying amount of these debentures approximates their fair value.

Structured Repurchase Agreements. Structured repurchase agreements are collateralized borrowings from counterparties. In addition to the principal amount owed, the counterparty also determines an amount that would be owed by either party in the event the agreement is terminated prior to maturity by the Company. The fair values of the structured repurchase agreements are estimated based on the amount the Company would be required to pay to terminate the agreement at the balance sheet date.

Commitments to Originate Loans, Letters of Credit and Lines of Credit. The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date.

The following table presents estimated fair values of the Company’s financial instruments. The fair values of certain of these instruments were calculated by discounting expected cash flows, which method involves significant judgments by management and uncertainties. Fair value is the estimated amount at which financial assets or liabilities could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Because no market exists for certain of these financial instruments and because management does not intend to sell these financial instruments, the Company does not know whether the fair values shown below represent values at which the respective financial instruments could be sold individually or in the aggregate.

	September 30, 2011				December 31, 2010
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
	(In Thousands)
Financial assets
Cash and cash equivalents	$	345,300	$	345,300	$	429,971	$	429,971
Available-for-sale securities		795,404		795,404		769,546		769,546
Held-to-maturity securities		1,865		2,142		1,125		1,300
Mortgage loans held for sale		19,969		19,969		22,499		22,499
Loans, net of allowance for loan losses		1,958,872		1,959,915		1,876,887		1,878,345
Accrued interest receivable		11,582		11,582		12,628		12,628
Investment in FHLB stock		11,236		11,236		11,572		11,572
Mortgage servicing rights		367		367		637		637

	September 30, 2011				December 31, 2010
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
	(In Thousands)
Financial liabilities
Deposits	$	2,618,819	$	2,622,410	$	2,595,893	$	2,603,440
FHLB advances		151,512		154,374		153,525		158,052
Short-term borrowings		246,383		246,383		257,958		257,958
Structured repurchase agreements		53,103		60,886		53,142		61,007
Subordinated debentures		30,929		30,929		30,929		30,929
Accrued interest payable		2,517		2,517		3,765		3,765
Unrecognized financial instruments
(net of contractual value)
Commitments to originate loans		—		—		—		—
Letters of credit		63		63		50		50
Lines of credit		—		—		—		—

The following disclosure relates to financial assets for which it is not practicable for the Company to estimate the fair value at September 30, 2011.

FDIC Indemnification Asset : As part of the 2009 purchase and assumption agreements for the TeamBank and Vantus Bank FDIC-assisted transactions, the Bank and the FDIC entered into loss sharing agreements. These agreements cover realized losses on loans and foreclosed real estate.

Under the first agreement (TeamBank), the FDIC will reimburse the Bank for 80% of the first $115 million in realized losses. The FDIC will reimburse the Bank 95% on realized losses that exceed $115 million. This agreement extends for ten years for 1-4 family real estate loans and for five years for other loans. This loss sharing asset is measured separately from the loan portfolio because it is not contractually embedded in the loans and is not transferable with the loans or foreclosed assets should the Bank choose to dispose of them. Fair value at the acquisition date (March 20, 2009) was estimated using projected cash flows available for loss sharing based on the credit adjustments estimated for each loan pool and the loss sharing percentages. These cash flows were discounted to reflect the uncertainty of the timing and receipt of the loss sharing reimbursement from the FDIC. This loss sharing asset is also separately measured from the related foreclosed real estate. At September 30, 2011, the carrying value of the FDIC indemnification asset was $38.2 million, with $9.9 million of this amount scheduled to be amortized against non-interest income over future periods as a result of the changes in expected losses recognized in the quarter ended September 30, 2011 and in previous periods. Although this asset is a contractual receivable from the FDIC, there is no

effective interest rate. The Bank will collect this asset over the next several years. The amount ultimately collected will depend on the timing and amount of collections and charge-offs on the acquired assets covered by the loss sharing agreement. While this asset was recorded at its estimated fair value at March 20, 2009, it is not practicable to complete a fair value analysis of the entire portfolio of loans and foreclosed assets covered by the loss sharing agreement on a quarterly or annual basis in order to estimate the fair value of the FDIC indemnification asset.

Under the second agreement (Vantus Bank), the FDIC will reimburse the Bank for 80% of the first $102 million in realized losses. The FDIC will reimburse the Bank 95% on realized losses that exceed $102 million. This agreement extends for ten years for 1-4 family real estate loans and for five years for other loans. This loss sharing asset is measured separately from the loan portfolio because it is not contractually embedded in the loans and is not transferable with the loans or foreclosed assets should the Bank choose to dispose of them. Fair value at the acquisition date (September 4, 2009) was estimated using projected cash flows available for loss sharing based on the credit adjustments estimated for each loan pool and the loss sharing percentages. These cash flows were discounted to reflect the uncertainty of the timing and receipt of the loss sharing reimbursement from the FDIC. This loss sharing asset is also separately measured from the related foreclosed real estate. At September 30, 2011, the carrying value of the FDIC indemnification asset was $24.3 million, with $11.0 million of this amount scheduled to be amortized against non-interest income over future periods as a result of the changes in expected losses recognized in the quarter ended September 30, 2011 and in previous periods. Although this asset is a contractual receivable from the FDIC, there is no effective interest rate. The Bank will collect this asset over the next several years. The amount ultimately collected will depend on the timing and amount of collections and charge-offs on the acquired assets covered by the loss sharing agreement. While this asset was recorded at its estimated fair value at September 4, 2009, it is not practicable to complete a fair value analysis of the entire portfolio of loans and foreclosed assets covered by the loss sharing agreement on a quarterly or annual basis in order to estimate the fair value of the FDIC indemnification asset.

NOTE 14: SUBSEQUENT EVENT

On October 7, 2011, Great Southern Bank entered into a purchase and assumption agreement, including a loss sharing agreement, with the FDIC to purchase substantially all of the assets and assume substantially all of the deposits and other liabilities of Sun Security Bank, a full-service bank headquartered in Ellington, Mo. Established in 1970, Sun Security Bank operated 27 locations in 15 counties in central and southern Missouri. Only one market, Stockton, Mo., overlapped between the Sun Security Bank and Great Southern footprints, with both institutions operating one branch in this market. Great Southern Bank assumed approximately $280 million of deposits of Sun Security Bank at no premium and purchased approximately $241 million in loans and $30 million of foreclosed assets at a discount of $55 million. In addition, Great Southern Bank assumed approximately $55 million of advances from the Federal Home Loan Bank. Under the loss sharing agreement the FDIC has agreed to cover 80% of the losses on the loans (excluding approximately $4 million of consumer loans) and foreclosed assets purchased subject to certain limitations. Also included in the assets purchased are cash and certain marketable securities of Sun Security Bank. The Company anticipates recording the transaction in accordance with FASB ASC 805, Business Combinations , during the quarter ending December 31, 2011. The transaction is anticipated to be accretive to income and equity for the quarter ending December 31, 2011. However, pricing on these types of FDIC-assisted transactions has become more competitive since our 2009 FDIC-assisted transactions and we do not expect our gain to be of the magnitude of the gains associated with our 2009 FDIC-assisted transactions. The Company expects to convert the Sun Security Bank operational systems into Great Southern’s systems in January 2012, which will allow all Great Southern and former Sun Security Bank customers to conduct business at all banking centers throughout the Great Southern five-state franchise. For further information, see the Current Report on Form 8-K filed by the Company on October 12, 2011. The Purchase and Assumption Agreement dated as of October 7, 2011 between the FDIC and the Bank is filed as Exhibit 2.1 to this report.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking Statements

When used in this Quarterly Report on Form 10-Q and in other filings by the Company with the Securities and Exchange Commission (the "SEC"), in the Company's press releases or other public or shareholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "intends" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties, including, among other things, (i) expected cost savings, synergies and other benefits from the Company’s merger and acquisition activities, including but not limited to the recently completed FDIC-assisted transaction involving Sun Security Bank, might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; (ii) changes in economic conditions, either nationally or in the Company’s market areas; (iii) fluctuations in interest rates; (iv) the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; (v) the possibility of other-than-temporary impairments of securities held in the Company’s securities portfolio; (vi) the Company’s ability to access cost-effective funding; (vii) fluctuations in real estate values and both residential and commercial real estate market conditions; (viii) demand for loans and deposits in the Company’s market areas; (ix) legislative or regulatory changes that adversely affect the Company’s business, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and its implementing regulations, and the new overdraft protection regulations and customers’ responses thereto; (x) monetary and fiscal policies of the Federal Reserve Board and the U.S. Government and other governmental initiatives affecting the financial services industry; (xi) results of examinations of the Company and the Bank by their regulators, including the possibility that the regulators may, among other things, require the Company to increase its allowance for loan losses or to write-down assets; (xii) the uncertainties arising from the Company’s participation in the Small Business Lending Fund program, including uncertainties concerning the potential future redemption by us of the U.S. Treasury’s preferred stock investment under the program, including the timing of, regulatory approvals for, and conditions placed upon, any such redemption; (xiii) costs and effects of litigation, including settlements and judgments; and (xiv) competition. The Company wishes to advise readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

The Company does not undertake-and specifically declines any obligation-to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Critical Accounting Policies, Judgments and Estimates

The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States and general practices within the financial services industry. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

Allowance for Loan Losses and Valuation of Foreclosed Assets

The Company believes that the determination of the allowance for loan losses involves a higher degree of judgment and complexity than its other significant accounting policies. The allowance for loan losses is calculated with the objective of maintaining an allowance level believed by management to be sufficient to absorb estimated loan losses. Management's determination of the adequacy of the allowance is based on periodic evaluations of the loan portfolio and other relevant factors. However, this evaluation is inherently subjective as it requires material estimates of, among others, expected default probabilities, loss once loans default, expected commitment usage, the amounts and timing of expected future cash flows on impaired loans, value of collateral, estimated losses, and general amounts for historical loss experience.

The process also considers economic conditions, uncertainties in estimating losses and inherent risks in the loan portfolio. All of these factors may be susceptible to significant change. To the extent actual outcomes differ from

management estimates, additional provisions for loan losses may be required that would adversely impact earnings in future periods. In addition, the Bank’s regulators could require additional provisions for loan losses as part of their examination process.

Additional discussion of the allowance for loan losses is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010, under the section titled "Item 1. Business - Allowances for Losses on Loans and Foreclosed Assets." Inherent in this process is the evaluation of individual significant credit relationships. From time to time certain credit relationships may deteriorate due to payment performance, cash flow of the borrower, value of collateral, or other factors. In these instances, management may have to revise its loss estimates and assumptions for these specific credits due to changing circumstances. In some cases, additional losses may be realized; in other instances, the factors that led to the deterioration may improve or the credit may be refinanced elsewhere and allocated allowances may be released from the particular credit. For the periods included in the financial statements contained in this report, management's overall methodology for evaluating the allowance for loan losses has not changed significantly.

In addition, the Company considers that the determination of the valuations of foreclosed assets held for sale involves a high degree of judgment and complexity. The carrying value of foreclosed assets reflects management’s best estimate of the amount to be realized from the sales of the assets. While the estimate is generally based on a valuation by an independent appraiser or recent sales of similar properties, the amount that the Company realizes from the sales of the assets could differ materially from the carrying value reflected in the financial statements, resulting in losses that could adversely impact earnings in future periods.

Carrying Value of FDIC-covered Loans and Indemnification Asset

The Company considers that the determination of the carrying value of loans acquired in the March 20, 2009 and September 4, 2009, FDIC-assisted transactions and the carrying value of the related FDIC indemnification assets involve a high degree of judgment and complexity. The carrying value of the acquired loans and the FDIC indemnification assets reflect management’s best ongoing estimates of the amounts to be realized on each of these assets. The Company determined initial fair value accounting estimates of the assumed assets and liabilities in accordance with FASB ASC 805, Business Combinations . However, the amount that the Company realizes on these assets could differ materially from the carrying value reflected in its financial statements, based upon the timing of collections on the acquired loans in future periods. Because of the loss sharing agreements with the FDIC on these assets, the Company should not incur any significant losses. To the extent the actual values realized for the acquired loans are different from the estimates, the indemnification asset will generally be impacted in an offsetting manner due to the loss sharing support from the FDIC. Subsequent to the initial valuation, the Company continues to monitor identified loan pools and related loss sharing assets for changes in estimated cash flows projected for the loan pools, anticipated credit losses and changes in the accretable yield. Analysis of these variables requires significant estimates and a high degree of judgment. See Note 9 “Loss Sharing Agreements and FDIC Indemnification Assets” included in Item 1 for additional information.

Goodwill and Intangible Assets

Goodwill and intangibles assets that have indefinite useful lives are subject to an impairment test at least annually and more frequently if circumstances indicate their value may not be recoverable. Goodwill is tested for impairment using a process that estimates the fair value of each of the Company’s reporting units compared with its carrying value. The Company defines reporting units as a level below each of its operating segments for which there is discrete financial information that is regularly reviewed. As of September 30, 2011, the Company has two reporting units to which goodwill has been allocated – the Bank and the Travel division (which is a division of a subsidiary of the Bank). If the fair value of a reporting unit exceeds its carrying value, then no impairment is recorded. If the carrying value amount exceeds the fair value of a reporting unit, further testing is completed comparing the implied fair value of the reporting unit’s goodwill to its carrying value to measure the amount of impairment. Intangible assets that are not amortized will be tested for impairment at least annually by comparing the fair values of those assets to their carrying values. At September 30, 2011, goodwill consisted of $379,000 at the Bank reporting unit and $877,500 at the Travel reporting unit. Other identifiable intangible assets that are subject to amortization are amortized on a straight-line basis over periods ranging from three to seven years. At September 30, 2011, the amortizable intangible assets consisted of core deposit intangibles of $3.5 million at the Bank reporting unit and $19,000 of non-compete agreements at the Travel reporting unit. These amortizable intangible assets are reviewed for impairment if circumstances indicate their value may not be recoverable based on a comparison of fair value.

While the Company believes no impairment existed at September 30, 2011, different conditions or assumptions used to measure fair value of reporting units, or changes in cash flows or profitability, if significantly negative or unfavorable, could have a material adverse effect on the outcome of the Company’s impairment evaluation in the future.

Current Economic Conditions

The current economic environment presents financial institutions with unprecedented circumstances and challenges which in some cases have resulted in large declines in the fair values of investments and other assets, constraints on liquidity and significant credit quality problems, including severe volatility in the valuation of real estate and other collateral supporting loans. The Company's financial statements have been prepared using values and information currently available to the Company.

Given the volatility of current economic conditions, the values of assets and liabilities recorded in the financial statements could change rapidly, resulting in material future adjustments in asset values, the allowance for loan losses, or capital that could negatively impact the Company’s ability to meet regulatory capital requirements and maintain sufficient liquidity.

Current economic conditions have impacted the markets in which we operate. Throughout our market areas, the economic downturn negatively affected consumer confidence and elevated unemployment levels. Consequently, the numbers and prices of property sales are down, which in turn potentially increases related losses upon foreclosure due to depressed values. Higher vacancy rates and decreased rental income have negatively impacted cash flows on commercial real estate loans. Commercial land development sales have slowed throughout our market areas. The Missouri unemployment rate declined slightly during the nine months ended September 30, 2011 and on a preliminary basis was just below the national average at September 30, 2011. Activity in residential and commercial real estate markets in Missouri was below historic levels while manufacturing activity and industrial real estate activity increased slightly. Loan types specifically impacted by certain market areas in Missouri include non-owner occupied one- to four-family residential construction loans in southwest Missouri (including Springfield) and loans secured by condominiums and condominium development in the St. Louis, Central Missouri and Branson market areas. Borrowers with loans secured by condominiums and condominium development are now changing business strategies to remarket units for rent as opposed to sale. While the St. Louis market area has experienced the highest level of unemployment among our market areas, we have a minimal level of residential and consumer loans in this market and the negative impact of the economy specific to this area has generally been in condominium loans as previously discussed. The unemployment rate for the Springfield market area was below the national average at August 31, 2011, the most recent date available, and overall lending activity has improved somewhat but is still below historic levels.

General

The profitability of the Company and, more specifically, the profitability of its primary subsidiary, Great Southern Bank (the "Bank"), depends primarily on its net interest income, as well as provisions for loan losses and the level of non-interest income and non-interest expense. Net interest income is the difference between the interest income the Bank earns on its loan and investment portfolios, and the interest it pays on interest-bearing liabilities, which consists mainly of interest paid on deposits and borrowings. Net interest income is affected by the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on these balances. When interest-earning assets approximate or exceed interest-bearing liabilities, any positive interest rate spread will generate net interest income.

In the nine months ended September 30, 2011, Great Southern's total assets increased $19.7 million, or 0.6%, from $3.41 billion at December 31, 2010, to $3.43 billion at September 30, 2011. Full details of the current period changes in total assets are provided in the “Comparison of Financial Condition at September 30, 2011 and December 31, 2010” section of this Quarterly Report on Form 10-Q.

Loans. In the nine months ended September 30, 2011, net loans increased $82.0 million, or 4.4%, from $1.88 billion at December 31, 2010, to $1.96 billion at September 30, 2011. The increase was primarily due to increases in commercial real estate loans of $67.6 million, or 12.8%, commercial business loans of $37.9 million or 20.4%, and multi-family residential mortgage loans of $34.1 million, or 16.2%. Commercial construction loans also increased but the increase was primarily offset by decreases in subdivision construction and land development loans. Partially offsetting these increases were decreases in net loans acquired through the 2009 FDIC-assisted transactions of $37.8 million, or 12.4%. As loan demand is affected by a variety of factors, including general economic conditions, and

because of the competition we face and our focus on pricing discipline and credit quality, we cannot be assured that our loan growth will match or exceed the level of increases achieved in prior years. We expect loans to grow as a result of the acquisition discussed in Note 14 of the Notes to Consolidated Financial Statements and the small net loan growth experienced during the nine months ended September 30, 2011 may continue into the fourth quarter of 2011. However, based upon the current lending environment and economic conditions, and except for loan growth resulting from the acquisition, the Company does not expect to grow the overall loan portfolio significantly, at this time. The Company's strategy continues to be focused on maintaining credit risk and interest rate risk at appropriate levels.

While our policy allows us to lend up to 95% of the appraised value on single-family properties and up to 90% on two- to four-family residential properties, originations of loans with loan-to-value ratios at that level are minimal. When they are made at those levels, private mortgage insurance is typically required for loan amounts above the 80% level or our analyses determined minimal risk to be involved and therefore these loans are not considered to have more risk to us than other residential loans. We consider these lending practices to be consistent with or more conservative than what we believe to be the norm for banks our size. At September 30, 2011 and December 31, 2010, an estimated 1.5% and 1.1%, respectively, of total owner occupied one- to four-family residential loans had loan-to-value ratios above 100% at origination. At September 30, 2011 and December 31, 2010, an estimated 1.3% and 0.9%, respectively, of total non-owner occupied one- to four-family residential loans had loan-to-value ratios above 100% at origination.

At September 30, 2011 troubled debt restructurings totaled $48.8 million, or 2.4% of total loans, up $28.4 million from $20.4 million, or 1.1% of total loans, at December 31, 2010. This increase is primarily due to the economic downturn and the resulting increased number of borrowers experiencing financial difficulty. Concessions granted to borrowers experiencing financial difficulties may include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. While the types of concessions made have not changed as a result of the economic recession, the number of concessions granted has increased as reflected in the increase in troubled debt restructurings. During the nine months ended September 30, 2011, nine loans totaling $21.9 million were each restructured into multiple new loans. During the year ended December 31, 2010, four loans totaling $8.2 million were each restructured into multiple new loans. For further information on troubled debt restructurings, see Note 8 of the Notes to Consolidated Financial Statements contained in this report.

The loss sharing agreements with the FDIC are subject to limitations on the types of losses covered and the length of time losses are covered, and are conditioned upon the Bank complying with its requirements in the agreements with the FDIC including requirements regarding servicing and other loan administration matters. The loss sharing agreements extend for ten years for single family real estate loans and for five years for other loans. At September 30, 2011, approximately seven and one-half years remain on the loss sharing agreement for single family real estate loans acquired from TeamBank and the remaining loans are expected to repay within two to eleven years. At September 30, 2011, approximately eight years remain on the loss sharing agreement for single family real estate loans acquired from Vantus Bank and the remaining loans are expected to repay within two to fourteen years. At September 30, 2011, approximately two and one-half years remain on the loss sharing agreement for non-single family loans acquired from TeamBank and the remaining loans are expected to repay within two to three years. At September 30, 2011, approximately three years remain on the loss sharing agreement for non-single family loans acquired from Vantus Bank and the remaining loans are expected to repay within two to five years. While the expected repayments for certain of the acquired loans extend beyond the terms of the loss sharing agreements, the Bank has identified and will continue to identify problem loans and will make every effort to resolve them within the time limits of the agreements. The Company may sell any loans remaining at the end of the loss sharing agreement subject to the approval of the FDIC. Acquired loans are currently included in the analysis and estimation of the allowance for loan losses. However, when the loss sharing agreements end, the allowance for loan losses related to any acquired loans retained in the portfolio may need to increase. The loss sharing agreements and their related limitations are described in detail in Note 9 of the Notes to Consolidated Financial Statements in this report.

The level of non-performing loans and foreclosed assets affects our net interest income and net income. While we did not have an overall high level of charge-offs on our non-performing loans prior to 2008, we generally do not accrue interest income on these loans and do not recognize interest income until the loans are repaid or interest payments have been made for a period of time sufficient to provide evidence of performance on the loans. Generally, the higher the level of non-performing assets, the greater the negative impact on interest income and net income. We expect the loan loss provision, non-performing assets and foreclosed assets will generally remain elevated and will fluctuate from period to period. In addition, expenses related to the credit resolution process could also remain elevated.

Available-for-sale Securities. In the nine months ended September 30, 2011, Great Southern's available-for-sale securities increased $25.9 million, or 3.4%, from $769.5 million at December 31, 2010, to $795.4 million at September 30, 2011. The increase was primarily due to purchases of U.S. government agency securities which increased $20.1 million, or 505.0%. These securities were purchased for pledging to secure public-fund deposits and customer reverse repurchase agreements and also to earn higher yields as compared to holding the funds in cash and cash equivalents.

Cash and Cash Equivalents. Great Southern had cash and cash equivalents of $345.3 million at September 30, 2011, a decrease of $84.7 million, or 19.7%, from $430.0 million at December 31, 2010. The decrease in cash and cash equivalents during 2011 was due to increased loan funding, purchases of available-for-sale securities and redemption of brokered deposits.

Deposits. The Company attracts deposit accounts through its retail branch network, correspondent banking and corporate services areas, and brokered deposits. The Company then utilizes these deposit funds, along with Federal Home Loan Bank (FHLBank) advances and other borrowings, to meet loan demand or otherwise fund its activities. In the nine months ended September 30, 2011, total deposit balances increased $22.9 million, or 0.9%. Transaction accounts increased $138.9 million, while total brokered deposits (excluding CDARS accounts) decreased $88.7 million and retail certificates of deposit decreased $28.0 million. Great Southern Bank customer deposits totaling $219.5 million and $218.8 million, at September 30, 2011 and December 31, 2010, respectively, were part of the CDARS program which allows bank customers to maintain balances in an insured manner that would otherwise exceed the FDIC deposit insurance limit. The FDIC considers these customer accounts to be brokered deposits due to the fees paid in the CDARS program. The Company did not actively try to grow CDARS customer deposits during the current period and decreased interest rates offered on these deposits during the nine months ended September 30, 2011. The increase in net loans of $82.0 million at September 30, 2011 over December 31, 2010 was greater than the increase in deposits of $22.9 million for the same periods as cash and cash equivalents were also used to fund the increase in loan demand. If loan demand continues to trend upward in future periods, rates paid on deposits can be increased to increase deposit balances and the utilization of brokered deposits can be increased to provide additional funding, if necessary. However, the level of competition for deposits in our markets is high. While it is our goal to gain checking account and retail certificate of deposit market share in our branch footprint, we cannot be assured of this in future periods. In addition, increasing rates paid on deposits could negatively impact the Company’s net interest margin. As discussed below, because the Federal Funds rate is already very low, there may be a negative impact on the Company’s net interest income due to the Company’s inability to lower its funding costs significantly in the current low interest rate environment, while interest rates on assets may decline further.

Total brokered deposits, excluding the CDARS accounts discussed above, were $55.8 million at September 30, 2011, down from $144.5 million at December 31, 2010. The decrease was the result of $95.3 million of brokered deposits that matured or were called by the Company during the period while only $10.0 million of new brokered deposits were added. No interest rate swaps were associated with the remaining brokered certificates. The majority of the Company’s brokered certificates of deposit have fixed rates of interest and mature within the next year.

Our ability to fund growth in future periods may also depend on our ability to continue to access brokered deposits and FHLBank advances. In times when our loan demand has outpaced our generation of new deposits, we have utilized brokered deposits and FHLBank advances to fund these loans. These funding sources have been attractive to us because we can create variable rate funding, if desired, which more closely matches the variable rate nature of much of our loan portfolio. While we do not currently anticipate that our ability to access these sources will be reduced or eliminated in future periods, if this should happen, the limitation on our ability to fund additional loans could have a material adverse effect on our business, financial condition and results of operations.

Net Interest Income and Interest Rate Risk Management. Our net interest income may be affected positively or negatively by market interest rate changes. A large portion of our loan portfolio is tied to the "prime rate" and adjusts immediately when this rate adjusts (subject to the effect of loan interest rate floors, which are discussed below). We monitor our sensitivity to interest rate changes on an ongoing basis (see "Item 3. Quantitative and Qualitative Disclosures About Market Risk"). In addition, our net interest income may be impacted by changes in the cash flows expected to be received from acquired loan pools. As previously described in Note 9 , the Company’s evaluation of cash flows expected to be received from acquired loan pools is on-going and increases in cash flow expectations are recognized as increases in accretable yield through interest income. Decreases in cash flow expectations are recognized as impairments through the allowance for loan losses.

The current level and shape of the interest rate yield curve poses challenges for interest rate risk management. The FRB last cut interest rates on December 16, 2008. Great Southern has a significant portfolio of loans which are tied to a "prime rate" of interest. Some of these loans are tied to some national index of "prime," while most are indexed to "Great Southern prime." The Company has elected to leave its “Great Southern prime rate” of interest at 5.00%. This does not affect a large number of customers, as a majority of the loans indexed to “Great Southern prime” are already at interest rate floors which are provided for in individual loan documents. But for the interest rate floors, a rate cut by the FRB generally would have an anticipated immediate negative impact on the Company’s net interest income due to the large total balance of loans which generally adjust immediately as the Federal Funds rate adjusts. Loans at their floor rates are subject to the risk that borrowers will seek to refinance elsewhere at the lower market rate, however. Because the Federal Funds rate is already very low, there may also be a negative impact on the Company's net interest income due to the Company's inability to lower its funding costs significantly in the current environment, although interest rates on assets may decline further. Conversely, interest rate increases would normally result in increased interest rates on our prime-based loans. The interest rate floors in effect may limit the immediate increase in interest rates on these loans, until such time as rates rise above the floors. However, the Company may have to increase rates paid on deposits to maintain deposit balances. The impact of the low rate environment on our net interest margin in future periods is expected to be fairly neutral. As our time deposits mature in future periods, we expect to be able to continue to reduce rates somewhat as they renew. However, any margin gained by these rate reductions is likely to be offset by reduced yields from our investment securities as payments are made on our mortgage-backed securities and the proceeds are reinvested at lower rates. Similarly, interest rates on adjustable rate loans may reset lower according to their contractual terms and new loans may be originated at lower market rates. For further discussion of the processes used to manage our exposure to interest rate risk, see Item 3. “Quantitative and Qualitative Disclosures About Market Risk – How We Measure the Risks to Us Associated with Interest Rate Changes.”

The negative impact of declining loan interest rates has been mitigated by the positive effects of the Company’s loans which have interest rate floors. At September 30, 2011, the Company had a portfolio (excluding the loans acquired in the FDIC-assisted transactions) of prime-based loans totaling approximately $734 million with rates that change immediately with changes to the prime rate of interest. Of this total, $664 million also had interest rate floors. These floors were at varying rates, with $68 million of these loans having floor rates of 7.0% or greater and another $523 million of these loans having floor rates between 5.0% and 7.0%. At September 30, 2011, all of these loans were at their floor rates. The loan yield for the total loan portfolio was approximately 259 basis points higher than the national “prime rate of interest” at September 30, 2011, partly because of these interest rate floors. While interest rate floors have had an overall positive effect on the Company’s results during this period, they do subject the Company to the risk that borrowers will elect to refinance their loans with other lenders. To the extent economic conditions improve, the likelihood that borrowers will seek to refinance their loans increases.

Non-Interest Income and Operating Expenses. The Company's profitability is also affected by the level of its non-interest income and operating expenses. Non-interest income consists primarily of service charges and ATM fees, commissions earned by our travel, insurance and investment divisions, accretion income (net of amortization) related to the FDIC-assisted acquisitions, late charges and prepayment fees on loans, gains on sales of loans and available-for-sale investments and other general operating income. In 2011 and 2010, increases in the cash flows expected to be collected from the FDIC-covered loan portfolios resulted in amortization (expense) recorded relating to reductions of expected reimbursements under the loss sharing agreements with the FDIC, which are recorded as indemnification assets. Non-interest income may also be affected by the Company's interest rate hedging activities, if the Company chooses to implement hedges. On July 1, 2010, a federal rule went into effect which prohibits a financial institution from automatically enrolling customers in overdraft protection programs, on ATM and one-time debit card transactions, unless a consumer consents, or opts in, to the overdraft service. As expected, this recent federal rule has had an adverse affect on the amount of non-interest income we generate. Operating expenses consist primarily of salaries and employee benefits, occupancy-related expenses, expenses related to foreclosed assets, postage, FDIC deposit insurance, advertising and public relations, telephone, professional fees, office expenses and other general operating expenses. Details of the current period changes in non-interest income and non-interest expense are provided in the “Results of Operations and Comparison for the Three and Nine months Ended September 30, 2011 and 2010” section of this Quarterly Report on Form 10-Q.

Effect of Federal Laws and Regulations

General. Federal legislation and regulation significantly affect the banking operations of the Company and the Bank, and have increased competition among commercial banks, savings institutions, mortgage banking enterprises and other financial institutions. In particular, the capital requirements and operations of regulated depository institutions

such as the Company and the Bank have been and will be subject to changes in applicable statutes and regulations from time to time, which changes could, under certain circumstances, adversely affect the Company or the Bank.

Legislation Impacting the Financial Services Industry. On July 21, 2010, sweeping financial regulatory reform legislation entitled the “Dodd-Frank Wall Street Reform and Consumer Protection Act” (the “Dodd-Frank Act”) was signed into law. The Dodd-Frank Act implements far-reaching changes across the financial regulatory landscape, including provisions that, among other things, will provide increased consumer financial protection, amend capital requirements for financial institutions, change the assessment base for federal deposit insurance, repeal the federal prohibitions on the payment of interest on demand deposits, amend the account balance limit for federal deposit insurance protection, and increase the authority of the Federal Reserve Board.

Many aspects of the Dodd-Frank Act are subject to rulemaking and will take effect over several years, making it difficult to anticipate the overall financial impact on the Company and the financial services industry more generally. Provisions in the legislation that affect deposit insurance assessments, and payment of interest on demand deposits could increase the costs associated with deposits. Provisions in the legislation that require revisions to the capital requirements of the Company and the Bank could require the Company and the Bank to seek additional sources of capital in the future.

A provision of the Dodd-Frank Act, commonly referred to as the “Durbin Amendment,” directed the FRB to analyze the debit card payments system and fix the interchange rates based upon their estimate of actual costs. The FRB has established the interchange rate for all debit transactions for issuers with over $10 billion in assets, effective October 1, 2011, at $0.21 per transaction. An additional five basis points of the transaction amount and an additional $0.01 may be collected by the issuer for fraud prevention and recovery, provided the issuer performs certain actions. Although the Bank is currently exempt from the provisions of the rule on the basis of asset size, there is some uncertainty about the impact there will be on the interchange rates for issuers below the $10 billion level of assets.

In December 2010 and January 2011, the Basel Committee on Banking Supervision published the final texts of reforms on capital and liquidity generally referred to as “Basel III.” Although Basel III is intended to be implemented by participating countries for large, internationally active banks, its provisions are likely to be considered by United States banking regulators in developing new regulations applicable to other banks in the United States, including Great Southern. For banks in the United States, among the provisions concerning capital are: (i) a minimum ratio of common equity to risk-weighted assets reaching 4.5%, plus an additional 2.5% as a capital conservation buffer, by 2019 after a phase-in period; (ii) a minimum ratio of Tier 1 capital to risk-weighted assets reaching 6.0% by 2019 after a phase-in period; (iii) a minimum ratio of total capital to risk-weighted assets, plus the additional 2.5% capital conservation buffer, reaching 10.5% by 2019 after a phase -in period; (iv) an additional countercyclical capital buffer to be imposed by applicable national banking regulators periodically at their discretion, with advance notice; and (v) restrictions on capital distributions and discretionary bonuses applicable when capital ratios fall within the buffer zone.

Although Basel III is described as a “final text,” it is subject to the resolution of certain issues and to further guidance and modification, as well as to adoption by United States banking regulators, including decisions as to whether and to what extent it will apply to United States banks that are not large, internationally active banks.

Business Initiatives

As part of its long-term strategic plan, the Company anticipates opening two to three banking centers per year as conditions warrant. In August 2011, a new full-service banking center on South Campbell Avenue was opened replacing an office less than a mile from the new site. The new banking center offers better access and greater convenience for customers.

Construction has begun on a new banking center on West 135 th Street in Olathe, Kan., in an established retail business district. This new banking center will replace the Company’s current banking center at 11120 South Lone Elm Road, which is located in a lesser developed area of Olathe. Great Southern Travel also expects to move its current Olathe office to the new facility. A first quarter 2012 opening is anticipated.

Construction is also underway on a new banking center on West Kearney in north Springfield that will replace a current leased location approximately one block east of the site. The current banking center’s customer transaction

volume is one of the highest in the Company’s franchise. The new larger banking center will offer more drive-thru lanes and provide much better access for customers. A late first quarter 2012 opening is expected.

Great Southern Insurance, a wholly-owned subsidiary of Great Southern Bank, expects to move by November 1, 2011, from its current office at 430 South Avenue in Springfield to an office complex on East Battlefield in southeast Springfield. The new leased space offers better access for customers as the full-service insurance agency looks to grow its retail and commercial insurance business.

In late November 2011, the Company anticipates launching a new smartphone application for iPhone and Android users providing customers another channel for accessing their accounts.

Comparison of Financial Condition at September 30, 2011 and December 31, 2010

During the nine months ended September 30, 2011, the Company increased total assets by $19.7 million to $3.43 billion. Most of the increase was attributable to increases in net loans, securities available for sale, prepaid expenses and other assets and net premises and equipment, partially offset by decreases in cash and cash equivalents and the FDIC indemnification asset. Net loans increased $82.0 million from December 31, 2010, to $1.96 billion at September 30, 2011. The increase was primarily due to increases in commercial real estate loans of $67.6 million, or 12.8%, commercial business loans of $37.9 million, or 20.4%, and multi-family residential mortgage loans of $34.1 million, or 16.2%. Commercial construction loans also increased but the increase was primarily offset by decreases in subdivision construction and land development loans. Partially offsetting these increases were decreases in net loans acquired through the 2009 FDIC-assisted transactions of $37.8 million, or 12.4%. The Company's strategy continues to be focused on maintaining credit risk and interest rate risk at appropriate levels given the current credit and economic environments. We expect loans to grow as a result of the acquisition discussed in Note 14 of the Notes to Consolidated Financial Statements and the small net loan growth experienced during the nine months ended September 30, 2011 may continue into the fourth quarter of 2011. Securities available for sale increased $25.9 million as compared to December 31, 2010. The increase was primarily due to purchases of U.S. government agency securities which increased $20.1 million, or 505.0%. While there is no specifically stated goal, the available-for-sale securities portfolio has in recent quarters been approximately 20% to 25% of total assets. The available-for-sale securities portfolio was 23.2% and 22.6% of total assets at September 30, 2011 and December 31, 2010, respectively. Prepaid expenses and other assets increased $22.4 million as compared to December 31, 2010, primarily due to a $23.0 million increase in federal and state tax credit investments. The majority of the increase in tax credit investments was due to investments in federal low-income housing tax credits. These credits are typically purchased at 70-90% of the amount of the credit and are generally utilized to offset taxes payable over a 10-year period. The Company’s net premises and equipment increased $10.8 million as compared to December 31, 2010. This increase was due primarily to the expansion of the Company’s operations center and new locations added in response to the growth of the Company and to provide for future growth. During the nine months ended September 30, 2011, a building was purchased in Springfield, Mo. to house the residential lending team and a new banking center with larger facilities and better access was constructed to replace an existing banking center in Springfield, Mo. At September 30, 2011, construction was underway on a new banking center in Olathe, Kan. that will relocate an existing banking center to a more established retain business district and a new banking center in Springfield, Mo. to relocate a banking center with one of the Company’s highest transaction volumes to provide more drive-thru lanes and better access. Also contributing to the increase in net premises and equipment was a $1.2 million increase relating to the upgrade of existing ATMs for compliance with recent regulations issued under the Americans with Disabilities Act. In future periods, when these upgrades are complete, depreciation expense is expected to increase. Cash and cash equivalents decreased $84.7 million as compared to December 31, 2010 as the Company used some of its excess liquidity to redeem brokered deposits and to fund loans and the purchase of securities. The Company chose to use excess liquidity in these ways to increase net interest margin rather than maintain the level of cash and cash equivalents we had at December 31, 2010. For several quarters, the Company has maintained a level of liquidity it considered to be higher than normal because of uncertainties in the U.S. economy and banking industry. In some instances, the Company invested these excess funds in short-term cash equivalents that earned a small positive or a negative spread relative to the cost of funds. While the Company generally earned a positive spread on securities purchased, it was often much smaller than the Company's overall net interest spread, having the effect of increasing net interest income but negatively affecting net interest margin in 2010 and 2011. The Company expects to maintain a higher level of cash and cash equivalents for the time being as excess liquidity in these uncertain times for the U.S. economy and the banking industry, subject to funding activities which are discussed below, and recognizing that this could potentially have the effect of suppressing net interest margin and net interest income. The FDIC indemnification asset decreased $38.3 million from December 31, 2010 due primarily to amortization relating to the reduction in expected

reimbursements under the loss sharing agreements previously discussed in Note 9 of the Notes to Consolidated Financial Statements.

Total liabilities increased $9.3 million from December 31, 2010 to $3.12 billion at September 30, 2011. The increase was primarily attributable to increases in deposits partially offset by decreases in securities sold under reverse repurchase agreements with customers. Total deposits increased $22.9 million from December 31, 2010. Transaction account balances increased $138.9 million to $1.44 billion at September 30, 2011, up from $1.30 billion at December 31, 2010 while retail certificates of deposit decreased $28.0 million to $908.4 million at September 30, 2011, down from $936.4 million at December 31, 2010. Since the second quarter of 2010, the Company’s transaction account balances have trended upward while retail certificates of deposit have trended downward because of customer preference to have immediate access to funds during the current low interest rate environment. Total brokered deposits (excluding CDARS customer account balances) were $ 55.8 million at September 30, 2011, compared to $144.5 million at December 31, 2010. The decrease was the result of $95.3 million of brokered deposits that matured or were called by the Company during the nine months while only $10.0 million of new brokered deposits were added. In addition, at September 30, 2011 and December 31, 2010, Great Southern Bank customer deposits totaling $219.5 million and $218.8 million, respectively, were part of the CDARS program which allows bank customers to maintain balances in an insured manner that would otherwise exceed the FDIC deposit insurance limit. The FDIC counts these deposits as brokered, but these are deposit accounts that we generate with customers in our local markets. The Company did not actively try to grow CDARS customer deposits during the current period and decreased interest rates offered on these deposits during the nine months ended September 30, 2011. Securities sold under reverse repurchase agreements with customers decreased $11.5 million from December 31, 2010 as these balances fluctuate over time. FHLBank advances decreased $2.0 million from December 31, 2010. The level of FHLBank advances also fluctuates depending on growth in the Company's loan portfolio and other funding needs and sources available to the Company. Most of the Company’s FHLBank advances are fixed-rate advances that cannot be repaid prior to maturity without incurring significant penalties.

Total stockholders' equity increased $10.4 million from $304.0 million at December 31, 2010 to $314.4 million at September 30, 2011. The Company recorded net income of $18.2 million for the nine months ended September 30, 2011, common and preferred dividends declared were $9.4 million and accumulated other comprehensive gain increased $7.4 million. The increase in accumulated other comprehensive gain resulted from increases in the fair value of the Company's available-for-sale investment securities. In addition, total stockholders’ equity increased $360,000 due to stock option exercises.

On August 18, 2011, the Company received an investment of $57.9 million in its preferred stock from the United States Department of the Treasury (Treasury) under the Small Business Lending Fund (SBLF). Simultaneously with the receipt of the SBLF funds, the Company redeemed the $58.0 million of shares of preferred stock issued to the Treasury in December 2008 under the Capital Purchase Program (CPP), a part of the Troubled Asset Relief Program. The Company also repurchased the common stock warrant representing 909,091 shares held by the Treasury that was issued as a part of the Company’s participation in the CPP for a price of $6.4 million, or $7.08 per warrant share. For further details of these transactions, see the “Capital Resources” section of this Quarterly Report on Form 10-Q.

Prior to our redemption of the CPP preferred stock, we were precluded from purchasing shares of the Company’s stock without the Treasury's consent. Our participation in the SBLF program does not preclude us from purchasing shares of the Company’s stock, provided that after giving effect to such purchase, (i) the dollar amount of the Company’s Tier 1 capital would be at least equal to the “Tier 1 Dividend Threshold” under the terms of the SBLF preferred stock and (ii) full dividends on all outstanding shares of SBLF preferred stock for the most recently completed dividend period have been or are contemporaneously declared and paid. See “Capital Resources.” The Company has historically utilized stock buy-back programs from time to time as long as it believed that repurchasing the stock contributed to the overall growth of shareholder value. The number of shares of stock repurchased and the price paid is the result of many factors, several of which are outside of the control of the Company. The primary factors, however, are the number of shares available in the market from sellers at any given time and the market price of the stock.

Results of Operations and Comparison for the Three and Nine Months Ended September 30, 2011 and 2010

General

Net income was $6.5 million for the three months ended September 30, 2011 compared to net income of $6.2 million for the three months ended September 30, 2010. This increase of $291,000, or 4.7%, was primarily due to an increase

in net interest income of $11.4 million, or 37.9%, a decrease in provision for loan losses of $2.3 million, or 21.3%, and a decrease in provision for income taxes of $399,000, or 13.9%, partially offset by a decrease in non-interest income of $13.4 million, or 109.9%, and an increase in non-interest expense of $415,000, or 1.8%. Net income available to common shareholders was $4.4 million and $5.3 million for the quarters ended September 30, 2011 and 2010, respectively.

Net income was $18.2 million for the nine months ended September 30, 2011 compared to net income of $17.5 million for the nine months ended September 30, 2010. This increase of $713,000, or 4.1%, was primarily due to an increase in net interest income of $37.4 million, or 44.6%, a decrease in provision for loan losses of $3.2 million, or 11.2%, and a decrease in provision for income taxes of $1.9 million, or 23.6%, partially offset by a decrease in non-interest income of $40.5 million, or 114.5%, and an increase in non-interest expense of $1.2 million, or 1.8%. Net income available to common shareholders was $14.6 million and $15.0 million for the nine months ended September 30, 2011 and 2010, respectively.

Total Interest Income

Total interest income increased $8.4 million, or 20.3%, during the three months ended September 30, 2011 compared to the three months ended September 30, 2010. The increase was due to an $8.3 million increase in interest income on loans and a $144,000 increase in interest income on investments and other interest-earning assets. Total interest income increased $27.2 million, or 22.5%, during the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010. The increase was due to a $27.9 million increase in interest income on loans partially offset by a $617,000 decrease in interest income on investments and other interest-earning assets. Interest income on loans increased primarily due to increases in expected cash flows to be received from the FDIC-acquired loan pools and the resulting adjustment to accretable yield which were previously discussed in Note 9 of the Notes to Consolidated Financial Statements . Interest income from investment securities and other interest-earning assets decreased during the nine months ended September 30, 2011 due to lower average rates of interest, partially offset by higher average balances. The lower average investment yields were primarily a result of lower yields on mortgage-backed securities as interest rates reset downward. Prepayments on the mortgages underlying these securities resulted in amortization of premiums which also reduced yields.

Interest Income – Loans

During the three months ended September 30, 2011 compared to the three months ended September 30, 2010, interest income on loans increased due to higher average interest rates and higher average balances. Interest income increased $7.9 million as a result of higher average interest rates on loans. The average yield on loans increased from 7.05% during the three months ended September 30, 2010, to 8.63% during the three months ended September 30, 2011. This increase was due to additional yield accretion recognized in conjunction with the fair value of the loan pools acquired in the 2009 FDIC-assisted transactions as previously discussed in Note 9 of the Notes to Consolidated Financial Statements . On an on-going basis the Company estimates the cash flows expected to be collected from the acquired loan pools. This cash flows estimate has increased each quarter beginning with the third quarter of 2010, based on the payment histories and reduced loss expectations of the loan pools, resulting in a total of $83.4 million of adjustments to be spread on a level-yield basis over the remaining expected lives of the loan pools. The increases in expected cash flows also reduced the amount of expected reimbursements under the loss sharing agreements with the FDIC, which are recorded as indemnification assets. Therefore, the expected indemnification assets have also been reduced each quarter since the third quarter of 2010, resulting in a total of $73.5 million of adjustments to be amortized on a comparable basis over the remainder of the loss sharing agreements or the remaining expected life of the loan pools, whichever is shorter. For the quarters ended September 30, 2011 and 2010, the adjustments increased interest income by $14.2 million and $4.2 million, respectively, and decreased non-interest income by $12.7 million and $3.6 million, respectively. The net impact to pre-tax income was $1.5 million and $672,000, respectively, for the quarters ended September 30, 2011 and 2010. Because the adjustments will be recognized over the estimated remaining lives of the loan pools and the remainder of the loss sharing agreements, respectively, they will impact future periods as well. As of September 30, 2011, the remaining accretable yield adjustment that will affect interest income is $24.2 million and the remaining adjustment to the indemnification assets that will affect non-interest income (expense) is $(20.9) million. Of the remaining adjustments, we expect to recognize $8.8 million of interest income and $(7.8) million of non-interest income (expense) in the remainder of 2011. Apart from the yield accretion, the average yield on loans was 5.79% for the three months ended September 30, 2011, down from 6.19% for the three months ended September 30, 2010, as a result of both normal amortization of higher-rate loans and new loans that were made at current lower market rates.

Interest income increased $359,000 as the result of higher average loan balances which increased from $1.97 billion during the quarter ended September 30, 2010, to $1.99 billion during the quarter ended September 30, 2011. The higher average balance resulted primarily from increases in average outstanding commercial real estate loans and other residential (multi-family) loans. In response to the economic recession, the Bank originated commercial real estate loans with the goal of at least maintaining the current percentage of these loans in the portfolio and originated an increased amount of other residential (multi-family) loans while limiting lending on construction and land development loan types to reduce the risk in the loan portfolio.

During the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010, interest income on loans increased due to higher average interest rates partially offset by lower average balances. Interest income increased $31.9 million as a result of higher average interest rates on loans. The average yield on loans increased from 6.54% during the nine months ended September 30, 2010, to 8.73% during the nine months ended September 30, 2011. This increase was due to additional yield accretion recognized in conjunction with the fair value of the loan pools acquired in the 2009 FDIC-assisted transactions as discussed above for the three months ended September 30, 2011 and as previously discussed in Note 9 of the Notes to Consolidated Financial Statements . For the nine months ended September 30, 2011 and 2010, the adjustments increased interest income by $39.7 million and $4.2 million respectively, and decreased non-interest income by $35.5 million and $3.6 million, respectively. The net impact to pre-tax income was $4.2 million and $672,000, respectively, for the nine months ended September 30, 2011 and 2010. Apart from the yield accretion, the average yield on loans was 6.02% for the nine months ended September 30, 2011, down from 6.26% for the nine months ended September 30, 2010 for reasons discussed above.

Interest income decreased $4.0 million as the result of lower average loan balances which decreased from $2.04 billion during the nine months ended September 30, 2010, to $1.95 billion during the nine months ended September 30, 2011. The decrease in average loan balances for the comparable nine-month periods was due primarily to decreases in average outstanding construction loans and one- to four-family residential loans, partially offset by an increase in other residential (multi-family) loans.

Interest Income – Investments and Other Interest-earning Assets

Interest income on investments and other interest-earning assets increased in the three months ended September 30, 2011 compared to the three months ended September 30, 2010. Interest income increased $908,000 as a result of an increase in average balances from $1.00 billion during the three months ended September 30, 2010, to $1.09 billion during the three months ended September 30, 2011. Average balances of securities increased due to purchases made for pledging to secure public-fund deposits while average interest-earning deposits decreased slightly due to a decrease in average interest-bearing deposits. Interest income decreased $764,000 due to a decrease in average interest rates from 2.58% during the three months ended September 30, 2010, to 2.44% during the three months ended September 30, 2011.

Interest income on investments and other interest-earning assets decreased in the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010. Interest income decreased $2.5 million as a result of a decrease in average interest rates from 2.82% during the nine months ended September 30, 2010, to 2.37% during the nine months ended September 30, 2011. The majority of the Company’s securities in the 2010 and 2011 periods were mortgage-backed securities which are backed by hybrid ARMs that have fixed rates of interest for a period of time (generally one to ten years) and then adjust annually. The actual amount of securities that will reprice and the actual interest rate changes on these securities are subject to the level of prepayments on these securities and the changes that actually occur in market interest rates (primarily treasury rates and LIBOR rates). Mortgage-backed securities are also subject to reduced yields due to more rapid prepayments in the underlying mortgages. As a result, premiums on these securities may be amortized against interest income more quickly, thereby reducing the yield recorded. Interest income increased $1.9 million as a result of an increase in average balances from $1.00 billion during the nine months ended September 30, 2010, to $1.16 billion during the nine months ended September 30, 2011. Average balances of securities increased due to purchases made for pledging to secure public-fund deposits and higher levels of average interest-bearing deposits were maintained for liquidity.

The Company’s interest-earning deposits and non-interest-earning cash equivalents currently earn very low or no yield and therefore negatively impact the Company’s net interest margin. At September 30, 2011, the Company had cash and cash equivalents of $345.3 million compared to $430.0 million at December 31, 2010. See "Net Interest Income" for additional information on the impact of this interest activity.

Total Interest Expense

Total interest expense decreased $3.0 million, or 26.6%, during the three months ended September 30, 2011, when compared with the three months ended September 30, 2010, due to a decrease in interest expense on deposits of $2.9 million, or 32.3%, a decrease in interest expense on FHLBank advances of $54,000, or 3.9%, a decrease in interest expense on short-term and structured repo borrowings of $31,000, or 4.0%, and a decrease in interest expense on subordinated debentures issued to capital trusts of $14,000, or 9.1%.

Total interest expense decreased $10.2 million, or 27.4%, during the nine months ended September 30, 2011, when compared with the nine months ended September 30, 2010, primarily due to a decrease in interest expense on deposits of $9.6 million, or 32.1%, a decrease in interest expense on short-term and structured repo borrowings of $319,000, or 12.4%, a decrease in interest expense on FHLBank advances of $258,000, or 6.2%, and a decrease in interest expense on subordinated debentures issued to capital trusts of $12,000, or 2.8%.

Interest Expense – Deposits

Interest expense on demand deposits decreased $424,000 due to a decrease in average rates from 0.89% during the three months ended September 30, 2010, to 0.74% during the three months ended September 30, 2011. The average interest rates decreased due to lower overall market rates of interest since September 30, 2010 and because the Company chose to pay lower rates during the three months ended September 30, 2011 when compared to the same period in 2010 . Market rates of interest on checking and money market accounts have decreased since late 2007 when the FRB began reducing short-term interest rates. Interest expense on demand deposits increased $149,000 due to an increase in average balances from $955 million during the three months ended September 30, 2010, to $1.00 billion during the three months ended September 30, 2011. The increase in average balances of demand deposits was primarily a result of customer preference to transition from time deposits to demand deposits as well as organic growth in the Company’s deposit base, particularly in interest-bearing checking accounts.

Interest expense on demand deposits decreased $1.4 million due to a decrease in average rates from 0.94% during the nine months ended September 30, 2010, to 0.75% during the nine months ended September 30, 2011. Interest expense on demand deposits increased $1.1 million due to an increase in average balances from $901 million during the nine months ended September 30, 2010, to $1.07 billion during the nine months ended September 30, 2011. The reasons for these changes in the comparable nine-month periods are the same as those described previously for the comparable three-month periods.

Interest expense on time deposits decreased $1.9 million as a result of a decrease in average rates of interest from 1.99% during the three months ended September 30, 2010, to 1.40% during the three months ended September 30, 2011. A large portion of the Company’s certificate of deposit portfolio matures within one year and so reprices fairly quickly; this is consistent with the portfolio over the past several years. Interest expense on deposits decreased $764,000 due to a decrease in average balances of time deposits from $1.37 billion during the three months ended September 30, 2010, to $1.21 billion during the three months ended September 30, 2011. As previously mentioned, the decrease in average balances of time deposits was partly the result of customer preference to transition from time deposits to demand deposits. Also contributing to the decrease was the redemption of $138.5 million brokered deposits since September 30, 2010 while just $10 million new brokered deposits were added due to the Company’s existing high liquidity levels.

Interest expense on time deposits decreased $3.8 million due to a decrease in average balances from $1.54 billion during the nine months ended September 30, 2010, to $1.26 billion during the nine months ended September 30, 2011. Interest expense on time deposits decreased $5.4 million due to a decrease in average rates from 2.05% during the nine months ended September 30, 2010, to 1.52% during the nine months ended September 30, 2011. The reasons for these changes in the comparable nine-month periods are the same as those described previously for the comparable three-month periods.

The Dodd-Frank Act repealed the federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts beginning July 21, 2011. Although the ultimate impact of this legislation on the Company has not yet been determined, the Company expects interest costs associated with demand deposits may increase as a result of competitor responses to this change.

Interest Expense – FHLBank Advances, Short-term Borrowings and Structured Repo Borrowings and Subordinated Debentures Issued to Capital Trusts

During the three months ended September 30, 2011 compared to the three months ended September 30, 2010, interest expense on FHLBank advances decreased due to lower average balances, partially offset by higher average interest rates. Interest expense on FHLBank advances decreased $79,000 due to a decrease in average balances from $160 million during the three months ended September 30, 2010, to $152 million during the three months ended September 30, 2011. Interest expense on FHLBank advances increased $25,000 due to an increase in average interest rates from 3.41% in the three months ended September 30, 2010, to 3.45% in the three months ended September 30, 2011. Most of the remaining advances are fixed-rate and are subject to penalty if paid off prior to maturity.

During the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010, interest expense on FHLBank advances decreased due to lower average balances, partially offset by higher average interest rates. Interest expense on FHLBank advances decreased $335,000 due to a decrease in average balances from $165 million during the nine months ended September 30, 2010, to $152 million during the nine months ended September 30, 2011. Interest expense on FHLBank advances increased $77,000 due to an increase in average interest rates from 3.38% in the nine months ended September 30, 2010, to 3.44% in the nine months ended September 30, 2011. Most of the remaining advances are fixed-rate and are subject to penalty if paid off prior to maturity.

Interest expense on short-term and structured repo borrowings decreased $59,000 due to a decrease in average balances from $324 million during the three months ended September 30, 2010, to $301 million during the three months ended September 30, 2011. The decrease in balances of short-term borrowings was primarily due to decreases in average securities sold under repurchase agreements with the Company's deposit customers which tend to fluctuate. Interest expense on short-term and structured repo borrowings increased $28,000 due to a slight increase in average rates on short-term borrowings from 0.95% in the three months ended September 30, 2010, to 0.98% in the three months ended September 30, 2011.

Interest expense on short-term and structured repo borrowings decreased $340,000 due to a decrease in average balances from $352 million during the nine months ended September 30, 2010, to $305 million during the nine months ended September 30, 2011. The decrease in balances of short-term borrowings was primarily due to decreases in average securities sold under repurchase agreements with the Company's deposit customers which tend to fluctuate. Interest expense on short-term and structured repo borrowings increased $21,000 due to relatively consistent average rates on short-term borrowings for the comparable nine-month periods.

Interest expense on subordinated debentures issued to capital trusts decreased $14,000 due to a decrease in average rates from 1.98% in the three months ended September 30, 2010, to 1.79% in the three months ended September 30, 2011. Interest expense on subordinated debentures issued to capital trusts decreased $12,000 due to a decrease in average rates from 1.87% in the nine months ended September 30, 2010, to 1.82% in the nine months ended September 30, 2011. These debentures are not subject to an interest rate swap; however, they are variable-rate debentures and bear interest at an average rate of three-month LIBOR plus 1.57%, adjusting quarterly.

Net Interest Income

Net interest income for the three months ended September 30, 2011 increased $11.4 million to $41.6 million compared to $30.2 million for the three months ended September 30, 2010. Net interest margin was 5.37% in the three months ended September 30, 2011, compared to 4.03% in the three months ended September 30, 2010, an increase of 134 basis points, or 33.3%. In the comparable three-month periods, t he Company’s margin was positively impacted primarily by the increases in expected cash flows to be received from the FDIC-acquired loan pools and the resulting increase to accretable yield which were previously discussed in Note 9 of the Notes to Consolidated Financial Statements . The impact of these changes on the three months ended September 30, 2011 and 2010 were increases in interest income of $14.2 million and $4.2 million, respectively, and increases in net interest margin of 184 basis points and 56 basis points, respectively. Excluding the positive impact of the additional yield accretion, net interest margin increased seven basis points during the three months ended September 30, 2011, primarily due to a change in the deposit mix over the last year. Since September 30, 2010, lower-cost checking accounts increased as customers added to existing accounts or new customer accounts were opened while higher-cost brokered deposits decreased. Since September 30, 2010, the Company redeemed $138.5 million of brokered deposits while just $10 million new brokered deposits were added due to the Company’s existing high liquidity levels. Retail certificates of deposit also continued to decrease, and those that were renewed or replaced generally had lower market rates of interest. Partially offsetting

the decrease in yields on deposits were overall decreases in yields on investments and loans, excluding the yield accretion income discussed above, when compared to the year-ago quarter.

The Company's overall interest rate spread increased 127 basis points, or 32.2%, from 3.95% during the three months ended September 30, 2010, to 5.22% during the three months ended September 30, 2011. The gross change was due to a 91 basis point increase in the weighted average yield on interest-earning assets and a 36 basis point decrease in the weighted average rate paid on interest-bearing liabilities. In comparing the two periods, the yield on loans increased 158 basis points while the yield on investment securities and other interest-earning assets decreased 14 basis points. The rate paid on deposits decreased 44 basis points, the rate paid on subordinated debentures issued to capital trusts decreased 19 basis points, the rate paid on FHLBank advances increased four basis points and the rate paid on short-term borrowings increased three basis points.

Net interest income for the nine months ended September 30, 2011 increased $37.4 million to $121.3 million compared to $83.9 million for the nine months ended September 30, 2010. Net interest margin was 5.21% in the nine months ended September 30, 2011, compared to 3.69% in the nine months ended September 30, 2010, an increase of 152 basis points, or 41.2%. The Company's overall interest rate spread increased 143 basis points, or 39.1%, from 3.66% during the nine months ended September 30, 2010, to 5.09% during the nine months ended September 30, 2011. The gross change was due to a 104 basis point increase in the weighted average rate paid on interest-earning assets and a 39 basis point decrease in the weighted average yield on interest-bearing liabilities. In comparing the two periods, the yield on loans increased 219 basis points while the yield on investment securities and other interest-earning assets decreased 45 basis points. The rate paid on deposits decreased 47 basis points, the rate paid on subordinated debentures issued to capital trusts decreased five basis points, the rate paid on FHLBank advances increased six basis points and the rate paid on short-term borrowings remained the same.

For additional information on net interest income components, refer to the "Average Balances, Interest Rates and Yields" table in this Quarterly Report on Form 10-Q.

Provision for Loan Losses and Allowance for Loan Losses

The provision for loan losses decreased $2.3 million, from $10.8 million during the three months ended September 30, 2010, to $8.5 million during the three months ended September 30, 2011. The provision for loan losses decreased $3.2 million, from $28.3 million during the nine months ended September 30, 2010, to $25.1 million during the nine months ended September 30, 2011. At September 30, 2011, the allowance for loan losses was $40.5 million, a decrease of $1.0 million from December 31, 2010. Net charge-offs were $8.5 million in the three months ended September 30, 2011, versus $11.2 million in the three months ended September 30, 2010. Net charge-offs were $26.2 million in the nine months ended September 30, 2011, versus $28.3 million in the nine months ended September 30, 2010. Thirteen relationships accounted for $21.4 million of the net charge-off total for the nine months ended September 30, 2011. General market conditions, and more specifically, housing supply, absorption rates and unique circumstances related to individual borrowers and projects contributed to increased provisions and charge-offs. As properties were categorized as potential problem loans, non-performing loans or foreclosed assets, evaluations were made of the value of these assets with corresponding charge-offs as appropriate.

Management records a provision for loan losses in an amount it believes sufficient to result in an allowance for loan losses that will cover current net charge-offs as well as risks believed to be inherent in the loan portfolio of the Bank. The amount of provision charged against current income is based on several factors, including, but not limited to, past loss experience, current portfolio mix, actual and potential losses identified in the loan portfolio, economic conditions, regular reviews by internal staff and regulatory examinations.

Weak economic conditions, higher inflation or interest rates, or other factors may lead to increased losses in the portfolio and/or requirements for an increase in loan loss provision expense. Management long ago established various controls in an attempt to limit future losses, such as a watch list of possible problem loans, documented loan administration policies and a loan review staff to review the quality and anticipated collectability of the portfolio. More recently, additional procedures have been implemented to provide for more frequent management review of the loan portfolio based on loan size, loan type and delinquencies. Management determines which loans are potentially uncollectible, or represent a greater risk of loss, and makes additional provisions to expense, if necessary, to maintain the allowance at a satisfactory level.

Loans acquired in the March 20, 2009 and September 4, 2009, FDIC-assisted transactions are covered by loss sharing agreements between the FDIC and Great Southern Bank which afford Great Southern Bank at least 80% protection

from losses in the acquired portfolio of loans. The FDIC loss sharing agreements are subject to limitations on the types of losses covered and the length of time losses are covered and are conditioned upon the Bank complying with its requirements in the agreements with the FDIC. These limitations were described in detail in Note 9 of the Notes to Consolidated Financial Statements . The acquired loans were grouped into pools based on common characteristics and were recorded at their estimated fair values, which incorporated estimated credit losses at the acquisition dates. These loan pools are systematically reviewed by the Company to determine the risk of losses that may exceed those identified at the time of the acquisition. Techniques used in determining risk of loss are similar to the legacy Great Southern Bank portfolio, with most of the focus being placed on those loan pools which include the larger loan relationships and those loan pools which exhibit higher risk characteristics. Review of the acquired loan portfolio also includes meetings with customers, review of financial information and collateral valuations to determine if any additional losses are apparent. At September 30, 2011, one loan pool exhibited risk of loss and had allowances for loan losses totaling $30,000. The loan pool was acquired through the Vantus Bank FDIC-assisted transaction and because of the loss sharing agreement, only 20% of the anticipated $30,000 loss would be ultimately borne by the Bank. During the nine months ended September 30, 2011, one loan pool that was acquired through the Vantus Bank FDIC-assisted transaction and had allowances for loan losses totaling $800,000 at December 31, 2010 was charged-off. Because of the loss sharing agreement, only 20% of the loss was ultimately borne by the Bank.

The Bank's allowance for loan losses as a percentage of total loans, excluding loans covered by the FDIC loss sharing agreements, was 2.33% and 2.48% at September 30, 2011 and December 31, 2010, respectively. Management considers the allowance for loan losses adequate to cover losses inherent in the Company's loan portfolio at September 30, 2011, based on recent reviews of the Company's loan portfolio and current economic conditions. If economic conditions remain weak or deteriorate significantly, it is possible that additional loan loss provisions would be required, thereby adversely affecting future results of operations and financial condition.

Non-performing Assets

Former TeamBank and Vantus Bank non-performing assets, including foreclosed assets, are not included in the totals and in the discussion of non-performing loans, potential problem loans and foreclosed assets below because losses from these assets are covered under loss sharing agreements with the FDIC which provide for at least 80% protection from losses. In addition, FDIC-covered assets were recorded at their estimated fair values as of March 20, 2009, and September 4, 2009, respectively. The overall performance of FDIC-covered loan pools has been better than original expectations as of the acquisition dates.

As a result of changes in balances and composition of the loan portfolio, changes in economic and market conditions that occur from time to time, and other factors specific to a borrower's circumstances, the level of non-performing assets will fluctuate. Non-performing assets, excluding FDIC-covered non-performing assets, at September 30, 2011, were $81.8 million, an increase of $3.5 million from $78.3 million at December 31, 2010. Non-performing assets, excluding FDIC-covered assets, as a percentage of total assets were 2.39% at September 30, 2011, compared to 2.30% at December 31, 2010. Compared to December 31, 2010, non-performing loans decreased $467,000 to $29.9 million and foreclosed assets increased $3.1 million to $52.0 million. Construction and land development loans comprised $7.4 million, or 24.7%, of the total $29.9 million of non-performing loans at September 30, 2011, compared with $8.1 million or 27.6% of the total $29.4 million of non-performing loans at December 31, 2010. Non-performing commercial real estate loans were $7.5 million, or 25.0%, of the total non-performing loans at September 30, 2011, compared with $6.1 million, or 20.7%, at December 31, 2010.

Non-performing Loans. Non-performing loans have increased since the economic recession began in 2008. During the nine months ended September 30, 2011, economic growth was slow and because of this, we experienced continued higher levels of additions to non-performing loans during the nine months ended September 30, 2011. During the year ended December 31, 2010, $51.0 million of loans were added to non-performing loans and over half of the additions were in the land development, one- to four-family residential and commercial real estate categories. Activity in the non-performing loans category during the nine months ended September 30, 2011 was as follows:

	Beginning Balance, January 1		Additions to Non- Performing		Removed from Non- Performing			Transfers to Potential Problem Loans			Transfers to Foreclosed Assets			Charge- Offs			Payments			Ending Balance, September 30
	(In Thousands)
One- to four-family construction	$	578	$	2,075	$	—		$	—		$	—		$	(100	)	$	(674	)	$	1,879
Subdivision construction		1,860		9,563		(26	)		(246	)		(2,845	)		(3,133	)		(110	)		5,063
Land development		5,668		101		(667	)		(667	)		(2,931	)		(899	)		(176	)		429
Commercial construction		—		—		—			—			—			—			—			—
One- to four-family residential		5,608		6,075		—			—			(2,963	)		(824	)		(808	)		7,088
Other residential		4,203		189		—			—			(183	)		(906	)		(58	)		3,245
Commercial real estate		6,074		18,514		(5,316	)		(1,911	)		(3,619	)		(5,014	)		(1,254	)		7,474
Commercial business		3,832		1,454		(497	)		(3	)		(89	)		(466	)		(421	)		3,810
Consumer		1,597		1,096		(318	)		(120	)		(50	)		(297	)		(1,009	)		899

Total	$	29,420	$	39,067	$	(6,824	)	$	(2,947	)	$	(12,680	)	$	(11,639	)	$	(4,510	)	$	29,887

At September 30, 2011, the commercial real estate category of non-performing loans included eight loans. The largest relationship in this category, which was added during the quarter, totaled $4.4 million, or 59.5% of the total category, and was collateralized by property in Springfield, Mo. The one- to four-family residential category included 65 loans, 20 of which were added during the quarter.

Potential Problem Loans. Potential problem loans have increased since the economic recession began in 2008. During the nine months ended September 30, 2011, economic growth was slow and because of this, we experienced continued higher levels of additions to potential problem loans during the nine months ended September 30, 2011. During the year ended December 31, 2010, $79.0 million of loans were added to potential problem loans and almost half of the additions were in the land development and commercial real estate categories. Compared to December 31, 2010, potential problem loans decreased $11.7 million, or 21.0%. This decrease included $14.7 million of loans removed from potential problem loans and $18.4 million of loans transferred to non-performing loans or foreclosed assets categories. Potential problem loans are loans which management has identified through routine internal review procedures as having possible credit problems that may cause the borrowers difficulty in complying with the current repayment terms. These loans are not reflected in non-performing assets, but are considered in determining the adequacy of the allowance for loan losses. Activity in the potential problem loans category during the nine months ended September 30, 2011 was as follows:

	Beginning Balance, January 1		Additions to Potential Problem		Removed from Potential Problem			Transfers to Non- Performing			Transfers to Foreclosed Assets			Charge- Offs			Payments			Ending Balance, September 30
	(In Thousands)
One- to four-family construction	$	714	$	839	$	(339	)	$	(261	)	$	—		$	—		$	(647	)	$	306
Subdivision construction		6,473		5,261		(1,131	)		(2,590	)		—			(861	)		(371	)		6,781
Land development		11,476		803		(1,724	)		—			(3,832	)		(1,327	)		(195	)		5,201
Commercial construction		1,851		—		(1,200	)		—			—			(651	)		—			—
One- to four-family residential		8,786		1,646		(1,621	)		(1,504	)		—			(890	)		(2,176	)		4,241
Other residential		5,674		189		(3,850	)		(189	)		—			(1,715	)		(7	)		102
Commercial real estate		14,729		21,429		(1,160	)		(5,480	)		(2,669	)		(483	)		(283	)		26,083
Commercial business		5,934		3,151		(3,653	)		(511	)		(1,361	)		(1,512	)		(820	)		1,228
Consumer		12		225		(62	)		(11	)		—			—			(133	)		31

Total	$	55,649	$	33,543	$	(14,740	)	$	(10,546	)	$	(7,862	)	$	(7,439	)	$	(4,632	)	$	43,973

At September 30, 2011, the commercial real estate category of potential problem loans included 17 loans. The largest two relationships in this category had balances of $7.4 million and $5.4 million, respectively, or 49.2% of the total category. Both relationships were added during the quarter and were collateralized by properties in southwest Missouri. The subdivision construction category of potential problem loans included 11 loans. The largest relationship in this category, which was added during the quarter, had a balance of $3.3 million, or 48.6% of the total category, and was collateralized by property in Springfield, Mo. The loans added to the commercial real estate

category totaling $7.4 million and the loans added to the subdivision construction category totaling $3.3 million belong to the same borrower relationship.

Foreclosed Assets. Of the total $65.7 million of foreclosed assets at September 30, 2011, $13.7 million represents the fair value of foreclosed assets acquired in the FDIC-assisted transactions in 2009. These acquired foreclosed assets are subject to the loss sharing agreements with the FDIC and, therefore, are not included in the following table and discussion of foreclosed assets. Foreclosed assets have increased since the economic recession began in 2008. During the nine months ended September 30, 2011, economic growth was slow and real estate markets did not experience a recovery. Because of this, we experienced continued higher levels of additions to foreclosed assets during the nine months ended September 30, 2011. Because sales of foreclosed properties have been slower than additions, total foreclosed assets increased. The trend of higher additions and lower sales due to the economy is magnified in the land development category where properties are more speculative in nature and market activity has been very slow. Activity in foreclosed assets during the nine months ended September 30, 2011 was as follows:

	Beginning Balance, January 1		Additions		Proceeds from Sales			Capitalized Costs		ORE Expense Write-Downs			Ending Balance, September 30
	(In Thousands)
One- to four-family construction	$	2,510	$	—	$	(1,409	)	$	175	$	(118	)	$	1,158
Subdivision construction		19,816		2,079		(3,372	)		—		(48	)		18,475
Land development		10,620		7,528		(800	)		—		—			17,348
Commercial construction		3,997		—		(1,250	)		—		—			2,747
One- to four-family residential		2,896		3,140		(3,523	)		13		(232	)		2,294
Other residential		4,178		983		(193	)		—		(6	)		4,962
Commercial real estate		4,565		6,288		(7,206	)		—		(134	)		3,513
Commercial business		—		89		(10	)							79
Consumer		318		2,204		(1,137	)		—		—			1,385

Total	$	48,900	$	22,311	$	(18,900	)	$	188	$	(538	)	$	51,961

At September 30, 2011, the subdivision construction category of foreclosed assets included 63 properties, the largest of which was located in the St. Louis, Mo. metropolitan area and had a balance of $3.8 million, or 20.6% of the total category. Of the total dollar amount in the subdivision construction category, 23.9% is located in Branson, Mo. The land development category of foreclosed assets included 25 properties, the largest of which had a balance of $4.3 million, or 24.7% of the total category. Of the total dollar amount in the land development category, 39.2% was located in northwest Arkansas, including the largest property previously mentioned.

Non-interest Income

For the three months ended September 30, 2011, non-interest income decreased $13.4 million, or 109.9%, to a negative $1.2 million when compared to the three months ended September 30, 2010 , primarily as a result of the following items:

Amortization of indemnification asset : As previously described in Note 9 of the Notes to Consolidated Financial Statements , due to the increase in cash flows expected to be collected from the FDIC-covered loan portfolios, $12.7 million of amortization (expense) was recorded in the 2011 period relating to reductions of expected reimbursements under the loss sharing agreements with the FDIC, which are recorded as indemnification assets. This amortization (expense) amount was up $9.1 million from the $3.6 million that was recorded in the 2010 period relating to reductions of expected reimbursements under the loss sharing agreements with the FDIC.

Securities gains and impairments : During the 2010 period, in addition to sales of certain mortgage-backed securities, nearly all of the securities acquired through the 2009 FDIC-assisted transactions were sold to eliminate securities with lower yields and blocks of smaller securities and to realize the gain positions of the securities. Fewer securities were sold during the quarter ended September 30, 2011, and therefore, gains recognized on sales were $483,000, down $4.9 million from $5.4 million for the quarter ended September 30, 2010.

For the nine months ended September 30, 2011, non-interest income decreased $40.5 million, or 114.5%, to a negative $5.1 million when compared to the nine months ended September 30, 2010 , primarily as a result of the following items:

Amortization of indemnification asset : As previously described in Note 9 of the Notes to Consolidated Financial Statements , due to the increase in cash flows expected to be collected from the FDIC-covered loan portfolios, $35.5 million of amortization (expense) was recorded in the 2011 period relating to reductions of expected reimbursements under the loss sharing agreements with the FDIC, which are recorded as indemnification assets. This amortization (expense) amount was up $31.9 million from the $3.6 million that was recorded in the 2010 period relating to reductions of expected reimbursements under the loss sharing agreements with the FDIC.

Securities gains and impairments : As previously mentioned, fewer securities were sold during the nine months ended September 30, 2011, and, therefore, gains recognized on sales were $483,000, down $8.4 million from $8.9 million recognized for the nine months ended September 30, 2010. During the nine months ended September 30, 2011, a $400,000 loss was recorded as a result of an impairment write-down in the value of an investment in a non-agency CMO. The Company continues to hold this security in the available-for-sale category. During the nine months ended September 30, 2010, no impairment write-downs were necessary based on analyses of the securities portfolio.

Service charges and ATM fees : Overdraft regulations on ATM and certain debit card transactions became effective during the third quarter of 2010. These overdraft regulations were expected to adversely affect overdraft fees and this expectation has proven accurate. Compared to the nine months ended September 30, 2010, income related to total service charges and ATM fees decreased $1.1 million during the nine months ended September 30, 2011.

Partially offsetting the above decreases in non-interest income was a $598,000 increase in commission income during the nine months ended September 30, 2011, compared to the same period in 2010. This increase is primarily due to an overall increase in activity for Great Southern Travel as well as two new Travel locations operating in Olathe, Kan. and Des Moines, Iowa that opened in July and November 2010, respectively.

Non-interest Expense

For the three months ended September 30, 2011, non-interest expense increased $415,000, or 1.8%, to $23.0 million, when compared to the three months ended September 30, 2010. The increase was primarily due to the following items:

New banking centers : Continued internal growth of the Company since the quarter ended September 30, 2010 caused an increase in non-interest expense during the quarter ended September 30, 2011. The Company opened two retail banking centers in the St. Louis, Mo. market area, one in Clayton, Mo. in May 2011, and the other in Des Peres, Mo. in September 2010. A new banking center was also opened in Forsyth, Mo. in December 2010 that is intended to complement existing banking centers in that market area. The operation of these three new locations increased non-interest expense for the quarter ended September 30, 2011 by $150,000 over the same period in 2010. The increase primarily impacted the salaries and benefits and net occupancy expense line items. For additional information on the Company’s growth, see the “Business Initiatives” section of this Quarterly Report on Form 10-Q.

Salaries and benefits : As a result of the Company’s overall growth, the number of associates employed by the Company in operational and lending areas increased 5.4% from September 30, 2010 to September 30, 2011. This personnel increase, as well as general merit increases for existing employees, was primarily responsible for the increased salaries and benefits paid of $558,000, or 5.0%, in the quarter ended September 30, 2011 when compared with the quarter ended September 30, 2010.

Net occupancy expense : During the fourth quarter of 2010, the Company completed its final settlements with the FDIC for the purchase of the real estate, furniture and fixtures of the branch locations operated as a result of the FDIC-assisted transactions which took place during 2009. For the third quarter of 2011, depreciation related to the buildings, furniture and equipment purchased increased net occupancy expense by $300,000 over the third quarter of 2010.

FDIC insurance premiums : In the third quarter of 2011, deposit insurance premiums increased $553,000 over the third quarter of 2010 due to an increase in the Company’s insured deposits, partially offset by a reduction in the deposit premium rates charged by the FDIC.

Partially offsetting the above increases in non-interest expense was a $1.4 million decrease in expense on foreclosed assets for the quarter ended September 30, 2011 when compared to the same period in 2010. The decrease was primarily due to higher write-downs on foreclosed assets in the 2010 period.

For the nine months ended September 30, 2011, non-interest expense increased $1.2 million, or 1.9%, to $66.8 million, when compared to the nine months ended September 30, 2010. The increase was primarily due to the following items:

New banking centers : Continued internal growth of the Company through new banking centers in Clayton, Mo., Des Peres, Mo. and Forsyth, Mo., as mentioned above, also contributed to the increase in non-interest expense in the first half of 2011. The operation of these three new locations increased non-interest expense for the nine months ended September 30, 2011 by $501,000 over the same period in 2010. The increase primarily impacted the salaries and benefits and net occupancy expense line items.

Salaries and benefits : As discussed above, increases in personnel and general merit increases for existing employees were primarily responsible for the increase in salaries and benefits paid of $1.6 million, or 4.9%, in the nine months ended September 30, 2011 when compared with the nine months ended September 30, 2010.

Net occupancy expense : During the fourth quarter of 2010, the Company completed its final settlements with the FDIC for the purchase of the real estate, furniture and fixtures of the branch locations operated as a result of the FDIC-assisted transactions which took place during 2009. For the nine months ending September 30, 2011, depreciation related to the buildings, furniture and equipment purchased increased net occupancy expense by $910,000 over the nine months ending September 30, 2010.

FDIC insurance premiums : In the nine months ended September 30, 2011, deposit insurance premiums increased $1.2 million over the same period of 2010 due to an increase in the Company’s insured deposits, partially offset by a reduction in the deposit premium rates charged by the FDIC.

Partially offsetting the above increases in non-interest expense was a $2.9 million decrease in expense on foreclosed assets for the nine months ended September 30, 2011 when compared to the same period in 2010. The decrease was primarily due to higher write-downs on foreclosed assets in the 2010 period.

The Company’s efficiency ratio for the three months ended September 30, 2011, was 56.93% compared to 53.27% for the same period in 2010. The efficiency ratio for the nine months ended September 30, 2011, was 57.48% compared to 54.97% for the same period in 2010. The changes in the ratios from the prior to current periods were primarily due to changes in gains/losses on securities, as well as the increases in non-interest expense. The Company’s ratio of non-interest expense to average assets increased from 2.64% for the three months ended September 30, 2010, to 2.70% for the three months ended September 30, 2011. The increase in the current period ratio was due to slightly higher expenses in the 2011 period. The Company’s ratio of non-interest expense to average assets increased from 2.45% for the nine months ended September 30, 2010, to 2.58% for the nine months ended September 30, 2011. The increase in the current period ratio was due to lower average assets and increased non-interest expense in the 2011 period. Average assets for the three months ended September 30, 2011 decreased $9.1 million, or 0.3%, from the three months ended September 30, 2010. Average assets for the nine months ended September 30, 2011 decreased $120.4 million, or 3.4%, from the nine months ended September 30, 2010.

Provision for Income Taxes

The Company’s effective tax rate (as compared to the statutory federal tax rate of 35.0%) was 27.6% and 24.8% for the three and nine months ended September 30, 2011, respectively, due to the effects of investment tax credits and to tax-exempt investments and tax-exempt loans which reduced the Company’s effective tax rate. The decrease in taxes due to tax credits was partially offset by higher non-interest expense related to the amortization of the investment in tax credits. Credits totaling $200,000 and $1.2 million for the three and nine months ended September 30, 2011, respectively, were used to reduce the Company’s tax expense which resulted in corresponding amortization in non-interest expense of $352,000 and $1.1 million for the three and nine months ended September 30, 2011, respectively, to reduce the investment in these credits. The Company’s effective tax rate was 31.7% and 31.0% for the three and nine months ended September 30, 2010, respectively, due to the effects of tax-exempt investments and tax-exempt loans which reduced the Company’s effective tax rate. In future periods, the Company expects its effective tax rate will be approximately 22%-26%. The Company’s effective tax rate may fluctuate as it is impacted by the level and timing of its utilization of tax credits.

Average Balances, Interest Rates and Yields

The following tables present, for the periods indicated, the total dollar amounts of interest income from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. Average balances of loans receivable include the average balances of non-accrual loans for each period. Interest income on loans includes the amortization of net loan fees, which were deferred in accordance with accounting standards. Fees included in interest income were $555,000 and $590,000 for the three months ended September 30, 2011 and 2010, respectively. Fees included in interest income were $1.6 million and $1.5 million for the nine months ended September 30, 2011 and 2010, respectively. Tax-exempt income was not calculated on a tax equivalent basis. The table does not reflect any effect of income taxes.

	September 30, 2011 (2)		Three Months Ended September 30, 2011							Three Months Ended September 30, 2010
	Yield/ Rate		Average Balance			Interest		Yield/ Rate		Average Balance			Interest		Yield/ Rate
			(Dollars in thousands)
Interest-earning assets:
Loans receivable:
One- to four-family residential	5.30	%	$	305,348		$	5,684	7.39	%	$	330,438		$	5,583	6.70	%
Other residential	5.41			257,646			3,997	6.15			220,497			3,351	6.03
Commercial real estate	5.77			698,642			14,857	8.44			648,652			12,367	7.56
Construction	5.49			255,787			7,587	11.77			312,650			4,622	8.79
Commercial business	5.54			196,578			5,878	11.86			177,013			3,921	5.86
Other loans	7.20			208,882			4,272	8.11			216,644			4,179	7.65
Industrial revenue bonds(1)	5.99			68,156			1,011	5.89			65,128			977	5.95

Total loans receivable	5.84			1,991,039			43,286	8.63			1,971,022			35,000	7.05

Investment securities(1)	3.49			828,484			6,595	3.16			741,999			6,449	3.45
Other interest-earning assets	0.15			257,107			84	0.13			262,780			86	0.13

Total interest-earning assets	4.74			3,076,630			49,965	6.44			2,975,801			41,535	5.53
Non-interest-earning assets:
Cash and cash equivalents				73,952							193,365
Other non-earning assets				263,598							254,144
Total assets			$	3,414,180						$	3,423,310

Interest-bearing liabilities:
Interest-bearing demand and savings	0.61		$	1,000,382			1,864	0.74		$	954,553			2,139	0.89
Time deposits	1.38			1,205,885			4,256	1.40			1,372,277			6,898	1.99
Total deposits	1.00			2,206,267			6,120	1.10			2,326,830			9,037	1.54
Short-term borrowings and structured repurchase agreements	0.98			301,185			746	0.98			324,353			777	0.95
Subordinated debentures issued to capital trusts	1.81			30,929			140	1.79			30,929			154	1.98
FHLB advances	3.47			151,749			1,319	3.45			159,919			1,373	3.41

Total interest-bearing liabilities	1.14			2,690,130			8,325	1.22			2,842,031			11,341	1.58
Non-interest-bearing liabilities:
Demand deposits				390,192							249,783
Other liabilities				12,664							20,981
Total liabilities				3,092,986							3,112,795
Stockholders’ equity				321,194							310,515
Total liabilities and stockholders’ equity			$	3,414,180						$	3,423,310

Net interest income:
Interest rate spread	3.60	%				$	41,640	5.22	%				$	30,194	3.95	%
Net interest margin*								5.37	%						4.03	%
Average interest-earning assets to average interest-bearing liabilities				114.4	%						104.7	%

_____________________
*	Defined as the Company’s net interest income divided by total interest-earning assets.

(1)		Of the total average balances of investment securities, average tax-exempt investment securities were $102.7 million and $71.7 million for the three months ended September 30, 2011 and 2010, respectively. In addition, average tax-exempt loans and industrial revenue bonds were $43.7 million and $47.6 million for the three months ended September 30, 2011 and 2010, respectively. Interest income on tax-exempt assets included in this table was $1.7 million and $1.4 million for the three months ended September 30, 2011 and 2010, respectively. Interest income net of disallowed interest expense related to tax-exempt assets was $1.6 million and $1.2 million for the three months ended September 30, 2011 and 2010, respectively.
(2)		The yield/rate on loans at September 30, 2011 does not include the impact of the accretable yield (income) on loans acquired in the 2009 FDIC-assisted transactions. See “Net Interest Income” for a discussion of the effect on results of operations for the three months ended September 30, 2011.

	September 30, 2011(2)		Nine Months Ended September 30, 2011							Nine Months Ended September 30, 2010
	Yield/ Rate		Average Balance			Interest		Yield/ Rate		Average Balance			Interest		Yield/ Rate
			(Dollars in thousands)
Interest-earning assets:
Loans receivable:
One- to four-family residential	5.30	%	$	308,292		$	17,560	7.62	%	$	339,698		$	15,936	6.27	%
Other residential	5.41			249,112			11,340	6.09			217,762			9,816	6.03
Commercial real estate	5.77			669,835			41,291	8.24			684,840			34,692	6.77
Construction	5.49			263,700			25,676	13.02			332,341			14,943	7.60
Commercial business	5.54			183,295			16,176	11.80			172,555			9,806	6.01
Other loans	7.20			209,146			12,483	7.98			226,382			11,579	6.84
Industrial revenue bonds (1)	5.99			70,320			3,087	5.87			66,161			2,975	6.01

Total loans receivable	5.84			1,953,700			127,613	8.73			2,039,739			99,747	6.54

Investment securities (1)	3.49			835,251			20,117	3.22			763,394			20,804	3.64
Other interest-earning assets	0.15			324,037			419	0.17			238,460			349	0.20

Total interest-earning assets	4.74			3,112,988			148,149	6.36			3,041,593			120,900	5.32
Non-interest-earning assets:
Cash and cash equivalents				74,081							258,597
Other non-earning assets				260,887							268,171
Total assets			$	3,447,956						$	3,568,361

Interest-bearing liabilities:
Interest-bearing demand and savings	0.61		$	1,067,565			5,990	0.75		$	900,975			6,340	0.94
Time deposits	1.38			1,257,592			14,277	1.52			1,535,349			23,494	2.05
Total deposits	1.00			2,325,157			20,267	1.17			2,436,324			29,834	1.64
Short-term borrowings and structured repurchase agreements	0.98			305,289			2,249	0.98			351,565			2,568	0.98
Subordinated debentures issued to capital trusts	1.81			30,929			420	1.82			30,929			432	1.87
FHLB advances	3.47			152,284			3,920	3.44			165,285			4,178	3.38

Total interest-bearing liabilities	1.14			2,813,659			26,856	1.27			2,984,103			37,012	1.66
Non-interest-bearing liabilities:
Demand deposits				302,975							252,240
Other liabilities				14,268							22,462
Total liabilities				3,130,902							3,258,805
Stockholders’ equity				317,054							309,556
Total liabilities and stockholders’ equity			$	3,447,956						$	3,568,361

Net interest income:
Interest rate spread	3.60	%				$	121,293	5.09	%				$	83,888	3.66	%
Net interest margin*								5.21	%						3.69	%
Average interest-earning assets to average interest-bearing liabilities				110.6	%						101.9	%

_____________________
*	Defined as the Company’s net interest income divided by total interest-earning assets.

(1)		Of the total average balances of investment securities, average tax-exempt investment securities were $98.3 million and $65.9 million for the nine months ended September 30, 2011 and 2010, respectively. In addition, average tax-exempt loans and industrial revenue bonds were $44.1 million and $46.4 million for the nine months ended September 30, 2011 and 2010, respectively. Interest income on tax-exempt assets included in this table was $5.2 million and $3.9 million for the nine months ended September 30, 2011 and 2010, respectively. Interest income net of disallowed interest expense related to tax-exempt assets was $4.7 million and $3.4 million for the nine months ended September 30, 2011 and 2010, respectively.
(2)		The yield/rate on loans at September 30, 2011 does not include the impact of the accretable yield (income) on loans acquired in the 2009 FDIC-assisted transactions. See “Net Interest Income” for a discussion of the effect on results of operations for the nine months ended September 30, 2011.

Rate/Volume Analysis

The following tables present the dollar amounts of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities for the periods shown. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in rate (i.e., changes in rate multiplied by old volume) and (ii) changes in volume (i.e., changes in volume multiplied by old rate). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to volume and rate. Tax-exempt income was not calculated on a tax equivalent basis.

	Three Months Ended September 30,
	2011 vs. 2010
	Increase (Decrease) Due to						Total Increase
	Rate			Volume			(Decrease)
	(Dollars in thousands)
Interest-earning assets:
Loans receivable	$	7,927		$	359		$	8,286
Investment securities		(764	)		910			146
Other interest-earning assets		--			(2	)		(2	)
Total interest-earning assets		7,163			1,267			8,430
Interest-bearing liabilities:
Demand deposits		(424	)		149			(275	)
Time deposits		(1,878	)		(764	)		(2,642	)
Total deposits		(2,302	)		(615	)		(2,917	)
Short-term borrowings and structured repo		28			(59	)		(31	)
Subordinated debentures issued to capital trust		(14	)		--			(14	)
FHLBank advances		25			(79	)		(54	)
Total interest-bearing liabilities		(2,263	)		(753	)		(3,016	)
Net interest income	$	9,426		$	2,020		$	11,446

	Nine Months Ended September 30,
	2011 vs. 2010
	Increase (Decrease) Due to						Total Increase
	Rate			Volume			(Decrease)
	(Dollars in thousands)
Interest-earning assets:
Loans receivable	$	31,870		$	(4,004	)	$	27,866
Investment securities		(2,549	)		1,862			(687	)
Other interest-earning assets		(44	)		114			70
Total interest-earning assets		29,277			(2,028	)		27,249
Interest-bearing liabilities:
Demand deposits		(1,412	)		1,062			(350	)
Time deposits		(5,419	)		(3,798	)		(9,217	)
Total deposits		(6,831	)		(2,736	)		(9,567	)
Short-term borrowings and structured repo		21			(340	)		(319	)
Subordinated debentures issued to capital trust		(12	)		--			(12	)
FHLBank advances		77			(335	)		(258	)
Total interest-bearing liabilities		(6,745	)		(3,411	)		(10,156	)
Net interest income	$	36,022		$	1,383		$	37,405

Liquidity

Liquidity is a measure of the Company's ability to generate sufficient cash to meet present and future financial obligations in a timely manner through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. These obligations include the credit needs of customers, funding deposit withdrawals, and the day-to-day operations of the Company. Liquid assets include cash, interest-bearing deposits with financial institutions and certain investment securities and loans. The Company manages its ability to generate liquidity primarily through liability funding in such a way that it believes it maintains overall liquidity sufficient to satisfy its depositors' requirements and meet its customers' credit needs. At September 30, 2011, the Company had commitments of approximately $429.9 million to fund loan originations, $74.4 million of unused lines of credit and unadvanced loans, and $22.0 million of outstanding letters of credit.

The Company's primary sources of funds are customer deposits, FHLBank advances, other borrowings, loan repayments, unpledged securities, proceeds from sales of loans and available-for-sale securities and funds provided from operations. The Company utilizes particular sources of funds based on the comparative costs and availability at the time. The Company has from time to time chosen not to pay rates on deposits as high as the rates paid by certain of its competitors and, when believed to be appropriate, supplements deposits with less expensive alternative sources of funds.

At September 30, 2011, the Company had these available secured lines and on-balance sheet liquidity:

Federal Home Loan Bank line	$276.3 million
Federal Reserve Bank line	$280.6 million
Interest-Bearing and Non-Interest-Bearing Deposits	$345.3 million
Unpledged Securities	$77.9 million

Statements of Cash Flows . During the nine months ended September 30, 2011 and 2010, respectively, the Company had positive cash flows from operating activities. Cash flows from investing activities were negative for the nine months ended September 30, 2011 and were positive for the nine months ended September 30, 2010. Cash flows from financing activities were negative for the nine months ended September 30, 2011 and 2010, respectively.

Cash flows from operating activities for the periods covered by the Statements of Cash Flows have been primarily related to changes in accrued and deferred assets, credits and other liabilities, the provision for loan losses, depreciation, impairments of investment securities, gains on sales of investment securities and the amortization of deferred loan origination fees and discounts (premiums) on loans and investments, all of which are non-cash or non-operating adjustments to operating cash flows. Net income adjusted for non-cash and non-operating items and the origination and sale of loans held for sale were the primary source of cash flows from operating activities. Operating activities provided cash flows of $63.0 million and $62.5 million during the nine months ended September 30, 2011 and 2010, respectively.

During the nine months ended September 30, 2011, investing activities used cash of $144.2 million primarily due to the net increase in loans and investment securities for the period. During the nine months ended September 30, 2010, investing activities provided cash of $209.9 million primarily due to the net decrease in loans and investment securities for the period.

Changes in cash flows from financing activities during the periods covered by the Statements of Cash Flows are due to changes in deposits after interest credited, changes in FHLBank advances, changes in short-term borrowings, and changes in structured repurchase agreements, as well as dividend payments to stockholders. In the current period, the change in cash flows from financing activities was also impacted by the issuance of preferred stock through the Company’s participation in the SBLF program as well as the redemption of preferred stock and the repurchase of common stock warrants which were both issued in conjunction with the Company’s participation in the CPP. Financing activities used cash of $3.4 million and $239.4 million during the nine months ended September 30, 2011 and 2010, respectively. Financing activities in the future are expected to primarily include changes in deposits, changes in FHLBank advances, changes in short-term borrowings and dividend payments to stockholders.

Capital Resources

Management continuously reviews the capital position of the Company and the Bank to ensure compliance with minimum regulatory requirements, as well as to explore ways to increase capital either by retained earnings or other means.

At September 30, 2011, the Company's total stockholders' equity was $314.4 million, or 9.2% of total assets. At September 30, 2011, common stockholders' equity was $256.4 million, or 7.5% of total assets, equivalent to a book value of $19.03 per common share. Total stockholders’ equity at December 31, 2010, was $304.0 million, or 8.9%, of total assets. At December 31, 2010, common stockholders' equity was $247.5 million, or 7.3% of total assets, equivalent to a book value of $18.40 per common share.

At September 30, 2011 and December 31, 2010, the Company’s tangible common equity to total assets ratio was 7.3% and 7.1%, respectively. The Company’s tangible common equity to total risk-weighted assets ratio was 12.0% at September 30, 2011, compared to 12.4% at December 31, 2010.

Banks are required to maintain minimum risk-based capital ratios. These ratios compare capital, as defined by the risk-based regulations, to assets adjusted for their relative risk as defined by the regulations. Guidelines require banks to have a minimum Tier 1 risk-based capital ratio, as defined, of 4.00%, a minimum total risk-based capital ratio of 8.00%, and a minimum 4.00% Tier 1 leverage ratio. To be considered "well capitalized," banks must have a minimum Tier 1 risk-based capital ratio, as defined, of 6.00%, a minimum total risk-based capital ratio of 10.00%, and a minimum Tier 1 leverage ratio of 5.00%. On September 30, 2011, the Bank's Tier 1 risk-based capital ratio was 14.7%, total risk-based capital ratio was 15.9% and the Tier 1 leverage ratio was 9.0%. As of September 30, 2011, the Bank was "well capitalized" as defined by the Federal banking agencies' capital-related regulations. The Federal Reserve Board has established capital regulations for bank holding companies that generally parallel the capital regulations for banks. On September 30, 2011, the Company's Tier 1 risk-based capital ratio was 15.6%, total risk-based capital ratio was 16.9% and the Tier 1 leverage ratio was 9.6%. As of September 30, 2011, the Company was "well capitalized" under the capital ratios described above.

On December 5, 2008, the Company completed a transaction to participate in the Treasury’s voluntary Capital Purchase Program (CPP). The CPP, a part of the Emergency Economic Stabilization Act of 2009, was designed to provide capital to healthy financial institutions, thereby increasing confidence in the banking industry and increasing the flow of financing to businesses and consumers. At the time the Company was approved to participate in the CPP in December 2008, it exceeded all “well-capitalized” regulatory benchmarks and, as indicated above, it continues to exceed these benchmarks. The Company received $58.0 million from the Treasury through the sale of 58,000 shares of the Company's newly authorized Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “CPP Preferred Stock”) . The Company also issued to the U.S. Treasury a warrant to purchase 909,091 shares of common stock at $9.57 per share. The amount of preferred shares sold represented approximately 3% of the Company's risk-weighted assets at September 30, 2008.

On August 18, 2011, the Company entered into a Small Business Lending Fund-Securities Purchase Agreement (“Purchase Agreement”) with the Secretary of the Treasury, pursuant to which the Company sold 57,943 shares of the Company’s Senior Non-Cumulative Perpetual Preferred Stock, Series A (the “SBLF Preferred Stock”) to the Secretary of the Treasury for a purchase price of $57,943,000. The SBLF Preferred Stock was issued pursuant to Treasury’s SBLF program, a $30 billion fund established under the Small Business Jobs Act of 2010 that was created to encourage lending to small businesses by providing Tier 1 capital to qualified community banks and holding companies with assets of less than $10 billion. As required by the Purchase Agreement, the proceeds from the sale of the SBLF Preferred Stock were used in connection with the redemption of the 58,000 shares of CPP Preferred Stock, issued to the Treasury pursuant to the CPP, at a redemption price of $58.0 million plus the accrued dividends owed on the preferred shares.

The SBLF Preferred Stock qualifies as Tier 1 capital. The SBLF Preferred Stock is entitled to receive non-cumulative dividends, payable quarterly, on each January 1, April 1, July 1 and October 1, beginning October 1, 2011. The dividend rate, as a percentage of the liquidation amount, can fluctuate on a quarterly basis during the first 10 quarters during which the SBLF Preferred Stock is outstanding, based upon changes in the level of “Qualified Small Business Lending” or “QBSL” (as defined in the Purchase Agreement) by the Bank over the baseline level calculated under the terms of the SBLF Preferred Stock ($152,567,000). The initial dividend rate through September 30, 2011, was 5%. Based upon the increase in the Bank’s level of QBSL over the baseline level, the dividend rates for the fourth

quarter of 2011 and the first quarter of 2012 are expected to be approximately 2.6% and 1.0%, respectively, subject to confirmation by Treasury. For the third through ninth calendar quarters after the closing, the dividend rate may be adjusted to between one percent (1%) and five percent (5%) per annum based on the level of qualifying loans. For the tenth calendar quarter through four and one half years after issuance, the dividend rate will be fixed at between one percent (1%) and seven percent (7%) based upon the level of qualifying loans. After four and one half years from issuance, the dividend rate will increase to 9% (including a quarterly lending incentive fee of 0.5%).

The SBLF Preferred Stock is non-voting, except in limited circumstances. In the event that the Company misses five dividend payments, whether or not consecutive, the holder of the SBLF Preferred Stock will have the right, but not the obligation, to appoint a representative as an observer on the Company’s Board of Directors. In the event that the Company misses six dividend payments, whether or not consecutive, and if the then outstanding aggregate liquidation amount of the SBLF Preferred Stock is at least $25,000,000, then the holder of the SBLF Preferred Stock will have the right to designate two directors to the Board of Directors of the Company.

The SBLF Preferred Stock may be redeemed at any time at the Company’s option, at a redemption price of 100% of the liquidation amount plus accrued but unpaid dividends to the date of redemption for the current period, subject to the approval of its federal banking regulator.

Dividends . During the three months ended September 30, 2011, the Company declared a common stock cash dividend of $0.18 per share, or 55% of net income per common diluted share for that three month period, and paid a common stock cash dividend of $0.18 per share (which was declared in June 2011). During the three months ended September 30, 2010, the Company declared a common stock cash dividend of $0.18 per share (which was paid in October 2010), or 47% of net income per common diluted share for that three month period, and paid a common stock cash dividend of $0.18 per share (which was declared in June 2010). During the nine months ended September 30, 2011, the Company declared common stock cash dividends of $0.54 per share, or 50% of net income per common diluted share for that nine month period, and paid common stock cash dividends of $0.54 per share. During the nine months ended September 30, 2010, the Company declared common stock cash dividends of $0.54 per share, or 50% of net income per common diluted share for that nine month period, and paid common stock cash dividends of $0.54 per share. The Board of Directors meets regularly to consider the level and the timing of dividend payments. The dividend declared but unpaid as of September 30, 2011, was paid to shareholders on October 13, 2011. In addition, the Company paid preferred dividends as described below.

As a result of the issuance of preferred stock to the Treasury pursuant to the CPP in December 2008, during the nine months ended September 30, 2011, the Company paid preferred stock cash dividends of $725,000 on February 15, 2011, May 16, 2011 and August 15, 2011, respectively. In addition, preferred stock cash dividends of $24,167 were paid on August 18, 2011 in conjunction with the redemption of the CPP Preferred Stock on the same date. During the nine months ended September 30, 2010, the Company paid preferred stock cash dividends of $725,000 on February 16, 2010, May 17, 2010 and August 16, 2010, respectively. The redemption of the CPP Preferred Stock resulted in a non-cash deemed preferred stock dividend that reduced net income available to common shareholders in the three and nine months ended September 30, 2011 by $1.2 million. This amount represents the difference between the repurchase price and the carrying amount of the CPP Preferred Stock, or the accelerated accretion of the applicable discount on the preferred shares.

The terms of the SBLF Preferred Stock impose limits on the ability of the Company to pay dividends and repurchase shares of common stock. Under the terms of the SBLF Preferred Stock, no repurchases may be effected, and no dividends may be declared or paid on preferred shares ranking pari passu with the SBLF Preferred Stock, junior preferred shares, or other junior securities (including the common stock) during the current quarter and for the next three quarters following the failure to declare and pay dividends on the SBLF Preferred Stock, except that, in any such quarter in which the dividend is paid, dividend payments on shares ranking pari passu may be paid to the extent necessary to avoid any resulting material covenant breach.

Under the terms of the SBLF Preferred Stock, the Company may only declare and pay a dividend on the common stock or other stock junior to the SBLF Preferred Stock, or repurchase shares of any such class or series of stock, if, after payment of such dividend, or after giving effect to such repurchase, (i) the dollar amount of the Company’s Tier 1 Capital would be at least equal to the “Tier 1 Dividend Threshold” and (ii) full dividends on all outstanding shares of SBLF Preferred Stock for the most recently completed dividend period have been or are contemporaneously declared and paid. As of September 30, 2011, we satisfied this condition.

The “Tier 1 Dividend Threshold” means 90% of 272,747,865, which is the Company’s consolidated Tier 1 capital as of June 30, 2011, less the $58 million in TARP preferred stock then-outstanding and repaid on August 18, plus the $57,943,000 in SBLF Preferred Stock issued and minus the net loan charge-offs by the Bank since August 18, 2011. The Tier 1 Dividend Threshold is subject to reduction, beginning on the first day of the eleventh dividend period following the date of issuance of the SBLF Preferred Stock, by $5,794,300 (ten percent of the aggregate liquidation amount of the SBLF Preferred Stock initially issued, without regard to any subsequent partial redemptions) for each one percent increase in qualified small business lending from the baseline level under the terms of the SBLF preferred stock (i.e., $152,567,000) to the ninth dividend period.

Common Stock Repurchases and Issuances . The Company has been in various buy-back programs since May 1990. Our ability to repurchase common stock is currently restricted under the terms of the SBLF preferred stock as noted above, under “-Dividends” and was previously precluded due to our participation in the CPP beginning in December 2008. Therefore, during the three and nine months ended September 30, 2011 and 2010, respectively, the Company did not repurchase any shares of its common stock. During the three and nine months ended September 30, 2011, the Company issued 13,699 shares of stock at an average price of $12.43 per share and 21,313 shares of stock at an average price of $12.37 per share, respectively, to cover stock option exercises. During the three and nine months ended September 30, 2010, the Company issued 10,400 shares of stock at an average price of $14.43 per share and 37,522 shares of stock at an average price of $13.97 per share, respectively, to cover stock option exercises.

Management has historically utilized stock buy-back programs from time to time as long as repurchasing the stock contributed to the overall growth of shareholder value. The number of shares of stock repurchased and the price paid is the result of many factors, several of which are outside of the control of the Company. The primary factors, however, are the number of shares available in the market from sellers at any given time and the price of the stock within the market as determined by the market.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Asset and Liability Management and Market Risk

A principal operating objective of the Company is to produce stable earnings by achieving a favorable interest rate spread that can be sustained during fluctuations in prevailing interest rates. The Company has sought to reduce its exposure to adverse changes in interest rates by attempting to achieve a closer match between the periods in which its interest-bearing liabilities and interest-earning assets can be expected to reprice through the origination of adjustable-rate mortgages and loans with shorter terms to maturity and the purchase of other shorter term interest-earning assets. Since the Company uses laddered brokered deposits and FHLBank advances to fund a portion of its loan growth, the Company's assets tend to reprice more quickly than its liabilities.

Our Risk When Interest Rates Change

The rates of interest we earn on assets and pay on liabilities generally are established contractually for a period of time. Market interest rates change over time. Accordingly, our results of operations, like those of other financial institutions, are impacted by changes in interest rates and the interest rate sensitivity of our assets and liabilities. The risk associated with changes in interest rates and our ability to adapt to these changes is known as interest rate risk and is our most significant market risk.

How We Measure the Risk to Us Associated with Interest Rate Changes

In an attempt to manage our exposure to changes in interest rates and comply with applicable regulations, we monitor Great Southern's interest rate risk. In monitoring interest rate risk we regularly analyze and manage assets and liabilities based on their anticipated payment streams and interest rates, the timing of their maturities and their sensitivity to actual or potential changes in market interest rates.

The ability to maximize net interest income is largely dependent upon the achievement of a positive interest rate spread that can be sustained despite fluctuations in prevailing interest rates. Interest rate sensitivity is a measure of the difference between amounts of interest-earning assets and interest-bearing liabilities which either reprice or mature within a given period of time. The difference, or the interest rate repricing "gap," provides an indication of the extent to which an institution's interest rate spread will be affected by changes in interest rates. A gap is considered positive when the amount of interest-rate sensitive assets exceeds the amount of interest-rate sensitive liabilities repricing during the same period, and is considered negative when the amount of interest-rate sensitive liabilities exceeds the amount of interest-rate sensitive assets during the same period. Generally, during a period of rising interest rates, a negative gap within shorter repricing periods would adversely affect net interest income, while a positive gap within shorter repricing periods would result in an increase in net interest income. During a period of falling interest rates, the opposite would be true. As of September 30, 2011, Great Southern's internal interest rate risk models indicate a one-year interest rate sensitivity gap that is fairly neutral. Generally, a rate increase by the FRB would be expected to have an immediate negative impact on Great Southern’s net interest income. As the Federal Funds rate is now very low, the Company’s interest rate floors have been reached on most of its “prime rate” loans. In addition, Great Southern has elected to leave its “Great Southern Prime Rate” at 5.00% for those loans that are indexed to “Great Southern Prime” rather than “Wall Street Journal Prime.” While these interest rate floors and prime rate adjustments have helped keep the rate on our loan portfolio higher in this very low interest rate environment, they will also reduce the positive effect to our loan rates when market interest rates, specifically the “prime rate,” begin to increase. The interest rate on these loans will not increase until the loan floors are reached and the “Wall Street Journal Prime” interest rate exceeds 5.00%. If rates remain generally unchanged in the short-term, we expect that our cost of funds will continue to decrease somewhat as we continue to redeem some of our wholesale funds. In addition, a significant portion of our retail certificates of deposit mature in the next few months and we expect that they will be replaced with new certificates of deposit at somewhat lower interest rates.

Interest rate risk exposure estimates (the sensitivity gap) are not exact measures of an institution's actual interest rate risk. They are only indicators of interest rate risk exposure produced in a simplified modeling environment designed to allow management to gauge the Bank's sensitivity to changes in interest rates. They do not necessarily indicate the impact of general interest rate movements on the Bank's net interest income because the repricing of certain categories of assets and liabilities is subject to competitive and other factors beyond the Bank's control. As a result, certain assets and liabilities indicated as maturing or otherwise repricing within a stated period may in fact mature or reprice at different times and in different amounts and cause a change, which potentially could be material, in the Bank's interest rate risk.

In order to minimize the potential for adverse effects of material and prolonged increases and decreases in interest rates on Great Southern's results of operations, Great Southern has adopted asset and liability management policies to better match the maturities and repricing terms of Great Southern's interest-earning assets and interest-bearing liabilities. Management recommends and the Board of Directors sets the asset and liability policies of Great Southern which are implemented by the asset and liability committee. The asset and liability committee is chaired by the Chief Financial Officer and is comprised of members of Great Southern's senior management. The purpose of the asset and liability committee is to communicate, coordinate and control asset/liability management consistent with Great Southern's business plan and board-approved policies. The asset and liability committee establishes and monitors the volume and mix of assets and funding sources taking into account relative costs and spreads, interest rate sensitivity and liquidity needs. The objectives are to manage assets and funding sources to produce results that are consistent with liquidity, capital adequacy, growth, risk and profitability goals. The asset and liability committee meets on a monthly basis to review, among other things, economic conditions and interest rate outlook, current and projected liquidity needs and capital positions and anticipated changes in the volume and mix of assets and liabilities. At each meeting, the asset and liability committee recommends appropriate strategy changes based on this review. The Chief Financial Officer or his designee is responsible for reviewing and reporting on the effects of the policy implementations and strategies to the Board of Directors at their monthly meetings.

In order to manage its assets and liabilities and achieve the desired liquidity, credit quality, interest rate risk, profitability and capital targets, Great Southern has focused its strategies on originating adjustable rate loans, and managing its deposits and borrowings to establish stable relationships with both retail customers and wholesale funding sources.

At times, depending on the level of general interest rates, the relationship between long- and short-term interest rates, market conditions and competitive factors, we may determine to increase our interest rate risk position somewhat in order to maintain or increase our net interest margin.

The asset and liability committee regularly reviews interest rate risk by forecasting the impact of alternative interest rate environments on net interest income and market value of portfolio equity, which is defined as the net present value of an institution's existing assets, liabilities and off-balance sheet instruments, and evaluating such impacts against the maximum potential changes in net interest income and market value of portfolio equity that are authorized by the Board of Directors of Great Southern.

ITEM 4. CONTROLS AND PROCEDURES

We maintain a system of disclosure controls and procedures (as defined in Rule 13(a)-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) that is designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate. An evaluation of our disclosure controls and procedures was carried out as of September 30, 2011, under the supervision and with the participation of our principal executive officer, principal financial officer and several other members of our senior management. Our principal executive officer and principal financial officer concluded that, as of September 30, 2011, our disclosure controls and procedures were effective in ensuring that the information we are required to disclose in the reports we file or submit under the Act is (i) accumulated and communicated to our management (including the principal executive officer and principal financial officer) to allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

There were no changes in our internal control over financial reporting (as defined in Rule 13(a)-15(f) under the Act) that occurred during the quarter ended September 30, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We do not expect that our internal control over financial reporting will prevent all errors and all fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns in controls or procedures can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In the normal course of business, the Company and its subsidiaries are subject to pending and threatened legal actions, some for which the relief or damages sought are substantial. After reviewing pending and threatened litigation with counsel, management believes at this time that, except as noted below, the outcome of such litigation will not have a material adverse effect on the results of operations or stockholders' equity. We are not able to predict at this time whether the outcome of such actions may or may not have a material adverse effect on the results of operations in a particular future period as the timing and amount of any resolution of such actions and its relationship to the future results of operations are not known.

On November 22, 2010, a suit was filed against the Bank in Missouri state court in Springfield by a customer alleging that the fees associated with the Bank’s automated overdraft program in connection with its debit card and ATM cards constitute unlawful interest in violation of Missouri’s usury laws. The suit seeks class-action status for Bank customers who have paid overdraft fees on their checking accounts. The Bank has filed for a motion to dismiss the suit. At this early stage of the litigation, it is not possible for management of the Bank to determine the probability of a material adverse outcome or reasonably estimate the amount of any potential loss.

Item 1A. Risk Factors

Three members of the Turner family may exert substantial influence over the Company through their board and management positions and their ownership of the Company’s stock.

The Company’s Chairman of the Board, William V. Turner, and the Company’s Director, President and Chief Executive Officer, Joseph W. Turner, are father and son, respectively. Julie Turner Brown, a director of the Company, is the sister of Joseph Turner and the daughter of William Turner. These three Turner family members hold three of the Company’s eight Board positions. As of March 2, 2011, the most recent proxy date of record, they collectively beneficially own approximately 2,125,596 shares of the Company’s common stock (excluding 108,250 shares underlying stock options currently exercisable or exercisable within 60 days), representing approximately 15.8% of total shares outstanding, though they are subject to a voting limitation provision in our charter which precludes any person or group with beneficial ownership in excess of 10% of total shares outstanding from voting shares in excess of that threshold. Through their board and management positions and their ownership of the Company’s stock, these three members of the Turner family may exert substantial influence over the direction of the Company and the outcome of Board and stockholder votes.

In addition to the Turner family members, we are aware of two other beneficial owners of more than five percent of the outstanding shares of our common stock, as of March 2, 2011, the most recent proxy date of record, one of whom is a director of the Company.

One of the Company’s directors, Earl A. Steinert, beneficially owns 938,000 shares of our common stock, representing approximately 7.0% of total shares outstanding. We are aware of one other beneficial owner of more than five percent of our common stock. We believe that this holder beneficially owns 1,307,540 shares, representing approximately 9.7% of total shares outstanding. The shares that can be voted by the Turner family members (1,345,250 shares, per the ten percent voting limitation in our charter), the shares beneficially owned by Mr. Steinert (938,000) and the shares beneficially owned by the other greater than five percent beneficial owner(1,307,540) total 3,590,790, representing approximately 26.7% of total shares outstanding. To the extent they vote in the same manner, these stockholders may be able to exercise influence over the management and business affairs of our Company. For example, using their collective voting power, these stockholders may be able to affect the outcome of director elections or block significant transactions, such as a merger or acquisition, or any other matter that might otherwise be favored by other stockholders.

Other than as set forth above, there have been no material changes to the risk factors set forth in Part I, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2010.

Item 2. Issuer Purchases of Equity Securities

On November 15, 2006, the Company's Board of Directors authorized management to repurchase up to 700,000 shares of the Company's outstanding common stock, under a program of open market purchases or privately negotiated transactions. The plan does not have an expiration date. Prior to our redemption of the CPP Preferred Stock, we were precluded from purchasing shares of the Company’s stock without the Treasury's consent. Our participation in the SBLF program does not preclude us from purchasing shares of the Company’s stock, provided that after giving effect to such purchase, (i) the dollar amount of the Company’s Tier 1 capital would be at least equal to the “Tier 1 Dividend Threshold” under the terms of the SBLF Preferred Stock and (ii) full dividends on all outstanding shares of SBLF Preferred Stock for the most recently completed dividend period have been or are contemporaneously declared and paid, as described under “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources.”

As indicated below, no shares were purchased during the three months ended September 30, 2011.

	Total Number of Shares Purchased		Average Price Per Share		Total Number of Shares Purchased As Part of Publicly Announced Plan		Maximum Number of Shares that May Yet Be Purchased Under the Plan(1)

July 1, 2011 – July 31, 2011		---	$	----		---		396,562
August 1, 2011 – August 31, 2011		---	$	----		---		396,562
September 1, 2011 – September 30, 2011		---	$	----		---		396,562
		---	$	----		---

_______________________
(1)	Amount represents the number of shares available to be repurchased under the plan as of the last calendar day of the month shown.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Removed and Reserved

Item 5. Other Information

None.

Item 6. Exhibits and Financial Statement Schedules

	a)	Exhibits
		See Exhibit Index.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Great Southern Bancorp, Inc.
	Registrant
Date: November 7, 2011	/s/ Joseph W. Turner
	Joseph W. Turner President and Chief Executive Officer (Principal Executive Officer)
Date: November 7, 2011	/s/ Rex A. Copeland
	Rex A. Copeland Treasurer (Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit No. Description

(2)

Plan of acquisition, reorganization, arrangement, liquidation, or succession

(i)

The Purchase and Assumption Agreement, dated as of March 20, 2009, among Federal Deposit Insurance Corporation, Receiver of TeamBank, N.A., Paola, Kansas, Federal Deposit Insurance Corporation and Great Southern Bank, previously filed with the Commission (File no. 000-18082) as Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on March 26, 2010 is incorporated herein by reference as Exhibit 2.1.

(ii)

The Purchase and Assumption Agreement, dated as of September 4, 2009, among Federal Deposit Insurance Corporation, Receiver of Vantus Bank, Sioux City, Iowa, Federal Deposit Insurance Corporation and Great Southern Bank, previously filed with the Commission (File no. 000-18082) as Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on September 11, 2010 is incorporated herein by reference as Exhibit 2.1.

(iii)

The Purchase and Assumption Agreement, dated as of October 7, 2011, among Federal Deposit Insurance Corporation, Receiver of Sun Security Bank, Ellington, Missouri, Federal Deposit Insurance Corporation and Great Southern Bank.

(3)

Articles of incorporation and Bylaws

(i)

The Registrant's Charter previously filed with the Commission as Appendix D to the Registrant's Definitive Proxy Statement on Schedule 14A filed on September 30, 2004 (File No. 000-18082), is incorporated herein by reference as Exhibit 3.1.

(iA)

The Articles Supplementary to the Registrant's Charter setting forth the terms of the Registrant's Senior Non-Cumulative Perpetual Preferred Stock, Series A, previously filed with the Commission (File no. 000-18082) as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on August 18, 2011, are incorporated herein by reference as Exhibit 3(i).

(ii)

The Registrant's Bylaws, previously filed with the Commission (File no. 000-18082) as Exhibit 3(ii) to the Registrant's Current Report on Form 8-K filed on October 23, 2007, is incorporated herein by reference as Exhibit 3.2.

(4)	Instruments defining the rights of security holders, including indentures

The Company hereby agrees to furnish the SEC upon request, copies of the instruments defining the rights of the holders of each issue of the Registrant's long-term debt.

(9)	Voting trust agreement

Inapplicable.

(10)	Material contracts

The Registrant's 1989 Stock Option and Incentive Plan previously filed with the Commission (File no. 000-18082) as Exhibit 10.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1990, is incorporated herein by reference as Exhibit 10.1.

The Registrant's 1997 Stock Option and Incentive Plan previously filed with the Commission (File no. 000-18082) as Annex A to the Registrant's Definitive Proxy Statement on Schedule 14A filed on September 18, 1997 is incorporated herein by reference as Exhibit 10.2.

The Registrant's 2003 Stock Option and Incentive Plan previously filed with the Commission (File No. 000-18082) as Annex A to the Registrant's Definitive Proxy Statement on Schedule 14A filed on April 14, 2003, is incorporated herein by reference as Exhibit 10.3.

The employment agreement dated September 18, 2002 between the Registrant and William V. Turner previously filed with the Commission (File no. 000-18082) as Exhibit 10.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, is incorporated herein by reference as Exhibit 10.4.

The employment agreement dated September 18, 2002 between the Registrant and Joseph W. Turner previously filed with the Commission (File no. 000-18082) as Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, is incorporated herein by reference as Exhibit 10.5.

The form of incentive stock option agreement under the Registrant's 2003 Stock Option and Incentive Plan previously filed with the Commission as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File no. 000-18082) filed on February 24, 2005 is incorporated herein by reference as Exhibit 10.6.

The form of non-qualified stock option agreement under the Registrant's 2003 Stock Option and Incentive Plan previously filed with the Commission as Exhibit 10.2 to the Registrant's Current Report on Form 8-K (File no. 000-18082) filed on February 24, 2005 is incorporated herein by reference as Exhibit 10.7.

A description of the current salary and bonus arrangements for 2011 for the Registrant's named executive officers previously filed with the Commission as Exhibit 10.8 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 is incorporated herein by reference as Exhibit 10.8.

A description of the current fee arrangements for the Registrant's directors previously filed with the Commission as Exhibit 10.9 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 is incorporated herein by reference as Exhibit 10.9.

The form of Compensation Modification Agreement and Waiver, executed by each of William V. Turner, Joseph W. Turner, Rex A. Copeland, Steven G. Mitchem, Douglas W. Marrs and Linton J. Thomason, previously filed with the Commission (File no. 000-18082) as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on December 8, 2008, is incorporated herein by reference as Exhibit 10.11.

(11)	Statement re computation of per share earnings

Included in Note 6 to the Consolidated Financial Statements.

(15)	Letter re unaudited interim financial information

Inapplicable.

(18)	Letter re change in accounting principles

Inapplicable.

(19)	Report furnished to securityholders.

Inapplicable.

(22)	Published report regarding matters submitted to vote of security holders

Inapplicable.

(23)	Consents of experts and counsel

Inapplicable.

(24)	Power of attorney

None.

(31.1)

Rule 13a-14(a) Certification of Chief Executive Officer

Attached as Exhibit 31.1

(31.2)

Rule 13a-14(a) Certification of Treasurer

Attached as Exhibit 31.2

(32)	Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

Attached as Exhibit 32.

(99)	Additional Exhibits

None.

(101)

Attached as Exhibit 101 are the following financial statements from the Great Southern Bancorp, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, formatted in Extensive Business Reporting Language (XBRL): (i) consolidated statements of financial condition, (ii) consolidated statements of income, (iii) consolidated statements of cash flows and (iv) the notes to consolidated financial statements.

EXHIBIT 2.1

PURCHASE AND ASSUMPTION AGREEMENT

WHOLE BANK

ALL DEPOSITS

AMONG

FEDERAL DEPOSIT INSURANCE CORPORATION,

RECEIVER OF SUN SECURITY BANK,

ELLINGTON, MISSOURI

FEDERAL DEPOSIT INSURANCE CORPORATION

and

GREAT SOUTHERN BANK

DATED AS OF

OCTOBER 7, 2011

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

PURCHASE AND ASSUMPTION AGREEMENT

TABLE OF CONTENTS

ARTICLE I. GENERAL		1	6.1	Transfer of Records	29
			6.2	Transfer of Assigned Records	29
1.1	Purpose	1	6.3	Preservation of Records	29
1.2	Shared-Loss Agreements	1	6.4	Access to Records; Copies	30
1.3	Defined Terms	2	6.5	Right of Receiver or Corporation to Audit	30

ARTICLE II. ASSUMPTION OF LIABILITIES		9	ARTICLE VII. BID; INITIAL PAYMENT		30

2.1	Liabilities Assumed by Assuming Institution	9	ARTICLE VIII. ADJUSTMENTS		31
2.2	Interest on Deposit Liabilities	11
2.3	Unclaimed Deposits	11	8.1	Pro Forma Statement	31
2.4	Employee Plans	12	8.2	Correction of Errors and Omissions; Other Liabilities	31
ARTICLE III. PURCHASE OF ASSETS		12	8.3	Payments	31
			8.4	Interest	32
3.1	Assets Purchased by the Assuming Institution	12	8.5	Subsequent Adjustments	32
3.2	Asset Purchase Price	12
3.3	Manner of Conveyance; Limited Warranty; Nonrecourse; Etc.	13	ARTICLE IX. CONTINUING COOPERATION		32
3.4	Puts of Assets to the Receiver	14	9.1	General Matters	32
3.5	Assets Not Purchased by Assuming Institution	16	9.2	Additional Title Documents	32
3.6	Retention or Repurchase of Assets Essential to Receiver	17	9.3 9.4	Claims and Suits Payment of Deposits	32 33
3.7	Receiver’s Offer to Sell Withheld Loans	18	9.5	Withheld Payments	33
ARTICLE IV. ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS		18	9.6 9.7	Proceedings with Respect to Certain Assets and Liabilities Information	33 34
			9.8	Tax Ruling	34
4.1	Continuation of Banking Business	18
4.2	Credit Card Business	19	ARTICLE X. CONDITION PRECEDENT		34
4.3	Safe Deposit Business	19
4.4	Safekeeping Business	19	ARTICLE XI. REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION		34
4.5	Trust Business	19
4.6	Bank Premises	20	11.1	Corporate Existence and Authority	34
4.7	Agreement with Respect to Leased Data Management Equipment	24	11.2	Third Party Consent	35
4.8	Certain Existing Agreements	25	11.3	Execution and Enforceability	35
4.9	Informational Tax Reporting	25	11.4	Compliance with Law	35
4.10	Insurance	26	11.5	Insured or Guaranteed Loans	35
4.11	Office Space for Receiver and Corporation; Certain Payments	26	11.6 11.7	Representations Remain True No Reliance; Independent Advice	35 36
4.12	Continuation of Group Health Plan Coverage for Former Employees of the Failed Bank	27	ARTICLE XII INDEMNIFICATION		36
4.13	Interim Asset Servicing	28
4.14	[RESERVED]		12.1	Indemnification of Indemnitees	36
4.15	Loss Sharing	28	12.2	Conditions Precedent to Indemnification	39
			12.3	No Additional Warranty	39
ARTICLE V. DUTIES WITH RESPECT TO			12.4	Indemnification of Receiver and Corporation	39
DEPOSITORS OF THE FAILED BANK		28	12.5	Obligations Supplemental	40
			12.6	Criminal Claims	40
5.1	Payment of Checks, Drafts, Orders and Deposits	28	12.7	Limited Guaranty of the Corporation	40
5.2	Certain Agreements Related to Deposits	28	12.8	Subrogation	41
5.3	Notice to Depositors	28
			ARTICLE XIII. MISCELLANEOUS		41
ARTICLE VI. RECORDS		29
			13.1	Expenses	41

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

13.2	Waiver of Jury Trial	41	13.10	Successors	43
13.3	Consent; Determination or Discretion	41	13.11	Modification	43
13.4	Rights Cumulative	41	13.12	Manner of Payment	43
13.5	References	41	13.13	Waiver	43
13.6	Notice	42	13.14	Severability	43
13.7	Entire Agreement	42	13.15	Term of Agreement	43
13.8	Counterparts	42	13.16	Survival of Covenants, Etc.	44
13.9	Governing Law	43

SCHEDULES

		Page
Excluded Deposit Liability Accounts	Schedule 2.1(a)	46
Purchase Price of Assets or any other assets	Schedule 3.2	47
Excluded Securities	Schedule 3.5(1)	49
Data Retention Catalog	Schedule 6.3	50
Accounts Excluded from Calculation of Deposit Franchise Bid Premium	Schedule 7	52

EXHIBITS

		Page
Final Legal Notice	Exhibit 2.3A	53
Affidavit of Mailing	Exhibit 2.3B	55
Valuation of Certain Qualified Financial Contracts	Exhibit 3.2(c)	56
Interim Asset Servicing Arrangement	Exhibit 4.13	58
Single Family Shared-Loss Agreement	Exhibit 4.15A	62
Commercial Shared-Loss Agreement	Exhibit 4.15B	79

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

PURCHASE AND ASSUMPTION AGREEMENT

WHOLE BANK

ALL DEPOSITS

THIS AGREEMENT , made and entered into as of the 7 th day of October, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of SUN SECURITY BANK, ELLINGTON, MISSOURI (the “ Receiver ”), GREAT SOUTHERN BANK , organized under the laws of the State of Missouri, and having its principal place of business in REEDS SPRING, MISSOURI (the “ Assuming Institution ”), and the FEDERAL DEPOSIT INSURANCE CORPORATION , organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “ Corporation ”).

RECITALS

A. On the Bank Closing Date, the Chartering Authority closed Sun Security Bank (the “Failed Bank”) pursuant to applicable law and the Corporation was appointed Receiver thereof

B. The Assuming Institution desires to purchase certain assets and assume certain deposits and other liabilities of the Failed Bank on the terms and conditions set forth in this Agreement.

C. Pursuant to 12 U.S.C. § 1823(c)(2)(A), the Corporation may provide assistance to the Assuming Institution to facilitate the transactions contemplated by this Agreement, which assistance may include indemnification pursuant to Article XII.

D. The Board of Directors of the Corporation (the “Board”) has determined to provide assistance to the Assuming Institution on the terms and subject to the conditions set forth in this Agreement.

E. The Board has determined pursuant to 12 U.S.C. § 1823(c)(4)(A) that such assistance is necessary to meet the obligation of the Corporation to provide insurance coverage for the insured deposits in the Failed Bank and is the least costly to the deposit insurance fund of all possible methods for meeting such obligation.

NOW, THEREFORE, in consideration of the mutual promises herein set forth and other valuable consideration, the parties hereto agree as follows:

AGREEMENT

ARTICLE I. GENERAL.

1 .1. Purpose. The purpose of this Agreement is to set forth requirements regarding, among other things, the terms and conditions on which the Assuming Institution purchases certain assets and assumes certain liabilities of the Failed Bank.

1.2. Shared-Loss Agreements . If the Receiver and the Assuming Institution desire to share losses and recoveries on certain acquired assets, a Shared-Loss Agreement or Shared-Loss Agreements are attached hereto as Exhibit 4.15A and/or Exhibit 4.15B , as applicable, and will

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

govern the terms of any such shared-loss arrangement. To the extent that any inconsistencies may arise between the terms of this Agreement and a Shared-Loss Agreement with respect to the subject matter of a Shared-Loss Agreement, the terms of the applicable Shared-Loss Agreement shall control.

1.3. Defined Terms . Capitalized terms used in this Agreement shall have the meanings set forth or referenced in this Section 1.3. As used herein, words imparting the singular include the plural and vice versa.

“ Acquired Subsidiary ” or “ Acquired Subsidiaries ” means one or more, as applicable, Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

“ Affiliate ” of any Person means any director, officer, or employee of that Person and any other Person (i) who is directly or indirectly controlling, or controlled by, or under direct or indirect common control with, such Person, or (ii) who is an affiliate of such Person as the term “affiliate” is defined in § 2(k) of the Bank Holding Company Act of 1956, as amended, 12 U.S.C. § 1841.

“ Agreement ” means this Purchase and Assumption Agreement by and among the Assuming Institution, the Corporation and the Receiver, as amended or otherwise modified from time to time.

“ Assets ” means all assets of the Failed Bank purchased pursuant to Section 3.1. Assets owned by Subsidiaries of the Failed Bank are not “Assets” within the meaning of this definition by virtue of being owned by such Subsidiaries.

“ Assumed Deposits ” means Deposits.

“ Assuming Institution ” has the meaning set forth in the introduction to this Agreement.

“ Bank Closing Date ” means the close of business of the Failed Bank on the date on which the Chartering Authority closed such institution.

“Bank Premises” means the banking buildings, drive-in banking facilities, teller facilities (staffed or automated), storage and service facilities, structures connecting remote facilities to banking houses, land on which the foregoing are located and unimproved land, together with any adjacent parking, that are owned or leased by the Failed Bank and that have formerly been utilized, are currently utilized, or are intended to be utilized in the future by the Failed Bank as shown on the Failed Bank Records as of the Bank Closing Date.

“ Bid Amount ” has the meaning set forth in Article VII. “Bid Valuation Date” means July 20, 2011.

“ Board ” has the meaning set forth in Recital D.

“ Book Value ” means, with respect to any Asset and any Liability Assumed, the dollar amount thereof stated on the Failed Bank Records. The Book Value of any item shall be determined as of the Bank Closing Date after adjustments made by the Receiver for differences in accounts, suspense items, unposted debits and credits and other similar adjustments or corrections and for setoffs, whether voluntary or involuntary. The Book Value of an Acquired Subsidiary shall be determined from the investment in subsidiary and related accounts on the

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

“bank only” (unconsolidated) balance sheet of the Failed Bank based on the equity method of accounting. Without limiting the generality of the foregoing, (i) the Book Value of a Liability Assumed shall include all accrued and unpaid interest thereon as of the Bank Closing Date, and (ii) the Book Value of a Loan shall reflect adjustments for earned interest, or unearned interest (as it relates to the “rule of 78s” or add-on-interest loans, as applicable), if any, as of the Bank Closing Date, adjustments for the portion of earned or unearned loan-related credit life and/or disability insurance premiums, if any, attributable to the Failed Bank as of the Bank Closing Date, and adjustments for Failed Bank Advances, if any, in each case as determined for financial reporting purposes. The Book Value of an Asset shall not include any adjustment for loan premiums, discounts or any related deferred income, fees or expenses, or general or specific reserves on the Failed Bank Records.

“ Business Day ” means a day other than a Saturday, Sunday, Federal legal holiday or legal holiday under the laws of the State where the Failed Bank is located, or a day on which the principal office of the Corporation is closed.

“ Chartering Authority ” means (i) with respect to a national bank, the Office of the Comptroller of the Currency, (ii) with respect to a Federal savings association or savings bank, the Office of Thrift Supervision, (iii) with respect to a bank or savings institution chartered by a State, the agency of such State charged with primary responsibility for regulating and/or closing banks or savings institutions, as the case may be, (iv) the Corporation in accordance with 12 U.S.C. § 1821(c)(4), with regard to self appointment, or (v) the appropriate Federal banking agency in accordance with 12 U.S.C. § 1821(c)(9).

“ Commitment ” means the unfunded portion of a line of credit or other commitment reflected on the books and records of the Failed Bank to make an extension of credit (or additional advances with respect to a Loan) that was legally binding on the Failed Bank as of the Bank Closing Date, other than extensions of credit pursuant to the credit card business and overdraft protection plans of the Failed Bank, if any.

“ Corporation ” has the meaning set forth in the introduction to this Agreement. “Counterclaim” has the meaning set forth in Section 12.1(b).

“ Credit Documents ” means the agreements, instruments, certificates or other documents at any time evidencing or otherwise relating to, governing or executed in connection with or as security for, a Loan, including without limitation notes, bonds, loan agreements, letter of credit applications, lease financing contracts, banker’s acceptances, drafts, interest protection agreements, currency exchange agreements, repurchase agreements, reverse repurchase agreements, guarantees, deeds of trust, mortgages, assignments, security agreements, pledges, subordination or priority agreements, lien priority agreements, undertakings, security instruments, certificates, documents, legal opinions, participation agreements and intercreditor agreements, and all amendments, modifications, renewals, extensions, rearrangements, and substitutions with respect to any of the foregoing.

“ Credit File ” means all Credit Documents and all other credit, collateral or insurance documents in the possession or custody of the Assuming Institution, or any of its Subsidiaries or Affiliates, relating to an Asset or a Loan included in a Put Notice, or copies of any such documents.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

“ Deposit ” means a deposit as defined in 12 U.S.C. § 1813(1), including without limitation, outstanding cashier’s checks and other official checks and all uncollected items included in the depositors’ balances and credited on the books and records of the Failed Bank; provided that the term “Deposit” shall not include all or any portion of those deposit balances which, in the discretion of the Receiver or the Corporation, (i) may be required to satisfy it for any liquidated or contingent liability of any depositor arising from an unauthorized or unlawful transaction, or (ii) may be needed to provide payment of any liability of any depositor to the Failed Bank or the Receiver, including the liability of any depositor as a director or officer of the Failed Bank, whether or not the amount of the liability is or can be determined as of the Bank Closing Date.

“ Deposit Secured Loan ” means a loan in which the only collateral securing the loan is Assumed Deposits or deposits at other insured depository institutions.

“ Electronically Stored Information ” means any system backup tapes, any electronic mail (whether on an exchange or other similar system), any data on personal computers and any data on server hard drives.

“ Eligible Individuals ” has the meaning set forth in Section 4.12. “ERISA” has the meaning set forth in Section 4.12.

“ Failed Bank ” has the meaning set forth in Recital A.

“ Failed Bank Advances ” means the total sums paid by the Failed Bank to (i) protect its lien position, (ii) pay ad valorem taxes and hazard insurance and (iii) pay premiums for credit life insurance, accident and health insurance and vendor’s single interest insurance.

“ Failed Bank Records ” means Records of the Failed Bank, including but not limited to, its corporate minutes, general ledger and subsidiary ledgers and schedules which support the general ledger balances.

“ Fair Market Value ” means:

(a) “Market Value” as defined in the regulation prescribing the standards for real estate appraisals used in federally related transactions, 12 C.F.R. § 323.2(g), and accordingly shall mean the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the assumed consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby:

	(i) Buyer and seller are typically motivated;
	(ii) Both parties are well informed or well advised, and acting in what they consider their own best interests;
	(iii) A reasonable time is allowed for exposure in the open market;
	(iv) Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

(v) The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale;

as determined as of the Bank Closing Date by an appraiser chosen by the Assuming Institution from a list of acceptable appraisers provided by the Receiver; any costs and fees associated with such determination shall be shared equally by the Receiver and the Assuming Institution, and

with respect to Bank Premises (to the extent, if any, that Bank Premises are purchased utilizing this valuation method), shall be determined not later than sixty (60) days after the Bank Closing Date by an appraiser selected by the Receiver and the Assuming Institution within seven (7) days after the Bank Closing Date, and with respect to Specialty Assets, shall be determined by an appraiser selected by the Receiver and the Assuming Institution within seven (7) days after the Bank Closing Date; or

(b) with respect to property other than Bank Premises and Specialty Assets purchased utilizing this valuation method, the price therefor as established by the Receiver and agreed to by the Assuming Institution, or in the absence of such agreement, as determined in accordance with clause (a) above.

“FDIC Office Space” has the meaning set forth in Section 4.11.

“Final Legal Notice” has the meaning set forth in Section 2.3(a).

“Fixtures” means those leasehold improvements, additions, alterations and installations constituting all or a part of Bank Premises and which were acquired, added, built, installed or purchased at the expense of the Failed Bank, regardless of the holder of legal title thereto as of the Bank Closing Date.

“Furniture and Equipment” means the furniture and equipment (other than Safe Deposit Boxes, Personal Computers, Owned Data Management Equipment and motor vehicles), leased or owned by the Failed Bank and reflected on the Failed Bank Records as of the Bank Closing Date and located on or at Bank Premises, including without limitation automated teller machines, carpeting, furniture, office machinery, shelving, office supplies, telephone, surveillance and security systems, ancillary equipment and artwork. Furniture and equipment located at a storage facility not adjacent to a Bank Premises are excluded from this definition.

“GSE” means a government sponsored enterprise.

“Indemnitees” means, except as provided in Section 12.1(b)(xi), (i) the Assuming Institution, (ii) the Subsidiaries and Affiliates of the Assuming Institution other than any Subsidiaries or Affiliates of the Failed Bank that are or become Subsidiaries or Affiliates of the Assuming Institution and (iii) the directors, officers, employees and agents of the Assuming Institution and its Subsidiaries and Affiliates who are not also present or former directors, officers, employees or agents of the Failed Bank or of any Subsidiary or Affiliate of the Failed Bank.

“Information Package” means the most recent compilation of financial and other data with respect to the Failed Bank, including any amendments or supplements thereto, provided to the Assuming Institution by the Corporation on the web site used by the Corporation to market the Failed Bank to potential acquirers.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

“Initial Payment” means the payment made pursuant to Article VII (based on the best information available as of the Bank Closing Date), the amount of which shall be either (i) if the Bid Amount is positive, the aggregate Book Value of the Liabilities Assumed minus the sum of the aggregate purchase price of the Assets as determined pursuant to Section 3.2 and assets purchased and the positive Bid Amount, or (ii) if the Bid Amount is negative, the sum of the aggregate Book Value of the Liabilities Assumed and the negative Bid Amount minus the aggregate purchase price of the Assets and assets purchased. The Initial Payment shall be payable by the Corporation to the Assuming Institution if (i) the Liabilities Assumed are greater than the sum of the positive Bid Amount and the Assets and any other assets purchased, or if (ii) the sum of the Liabilities Assumed and the negative Bid Amount are greater than the Assets and assets purchased. The Initial Payment shall be payable by the Assuming Institution to the Corporation if (i) the Liabilities Assumed are less than the sum of the positive Bid Amount and the Assets and assets purchased, or if (ii) the sum of the Liabilities Assumed and the negative Bid Amount is less than the Assets and assets purchased. Such Initial Payment shall be subject to adjustment as provided in Article VIII.

“Leased Data Management Equipment” means any equipment, computer hardware, computer software (and the lease or licensing agreements related thereto), computer networking equipment, printers, fax machines, copiers, document scanners, data tape systems, data tapes, DVDs, CDs, flash drives, telecommunications and check processing equipment and any other electronic storage media leased by the Failed Bank at Bank Closing which is, was, or could have been used by the Failed Bank in connection with data management activities.

“Legal Balance” means the amount of indebtedness legally owed by an Obligor with respect to a Loan, including principal and accrued and unpaid interest, late fees, attorneys’ fees and expenses, taxes, insurance premiums, and similar charges, if any.

“Liabilities Assumed” has the meaning provided in Section 2.1.

“Lien” means any mortgage, lien, pledge, charge, assignment for security purposes, security interest or encumbrance of any kind with respect to an Asset, including any conditional sale agreement or capital lease or other title retention agreement relating to such Asset.

“Loan” or “Loans” means, individually or collectively, all of the following owed to or held by the Failed Bank as of the Bank Closing Date:

(a) loans (including loans which have been charged off the Failed Bank Records in whole or in part prior to and including the Bid Valuation Date), participation agreements, interests in participations, overdrafts of customers (including but not limited to overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account), revolving commercial lines of credit, home equity lines of credit, Commitments, United States and/or State-guaranteed student loans and lease financing contracts;

(b) all Liens, rights (including rights of set-off), remedies, powers, privileges, demands, claims, priorities, equities and benefits owned or held by, or accruing or to accrue to or for the benefit of, the holder of the obligations or instruments referred to in clause (a) above, including but not limited to those arising under or based upon Credit Documents, casualty insurance policies and binders, standby letters of credit, mortgagee title insurance policies and binders, payment bonds and performance bonds at any time

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

	and from time to time existing with respect to any of the obligations or instruments referred to in clause (a) above; and
	(c) all amendments, modifications, renewals, extensions, refinancings and refundings of or for any of the foregoing.

“Obligor” means each Person liable for the full or partial payment or performance of any Loan, whether such Person is obligated directly, indirectly, primarily, secondarily, jointly or severally.

“Other Real Estate” means all interests in real estate (other than Bank Premises and Fixtures), including but not limited to mineral rights, leasehold rights, condominium and cooperative interests, easements, air rights and development rights that are owned by the Failed Bank.

“Owned Data Management Equipment” means any equipment, computer hardware, computer software, computer networking equipment, printers, fax machines, copiers, document scanners, data tape systems, data tapes, DVDs, CDs, flash drives, telecommunications and check processing equipment and any other electronic storage media owned by the Failed Bank at Bank Closing which is, was, or could have been used by the Failed Bank in connection with data management activities.

“Payment Date” means the first Business Day after the Bank Closing Date.

“Person” means any individual, corporation, partnership, joint venture, association, limited liability company, limited liability partnership, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof, excluding the Corporation.

“Personal Computer(s)” means computers based on a microprocessor generally designed to be used by one person at a time and which usually store informational data on that computer’s internal hard drive or attached peripheral, and associated peripherals (such as keyboard, mouse, etc.). A personal computer can be found in various configurations such as laptops, net books, and desktops.

“Primary Indemnitor” means any Person (other than the Assuming Institution or any of its Affiliates) who is obligated to indemnify or insure, or otherwise make payments (including payments on account of claims made against) to or on behalf of any Person in connection with the claims covered under Article XII, including without limitation any insurer issuing any directors and officers liability policy or any Person issuing a financial institution bond or banker’s blanket bond.

“Pro Forma” means a balance sheet that reflects a reasonably accurate financial statement of the Failed Bank through the Bank Closing Date and serves as a basis for the opening entries of both the Assuming Institution and the Receiver.

“Proprietary Software” means computer software developed for and owned by the Failed Bank for its own purpose and use.

“Put Date” has the meaning set forth in Section 3.4(d).

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

“ Put Notice ” has the meaning set forth in Section 3.4(c). “Qualified Beneficiaries” has the meaning set forth in Section 4.12.

“ Qualified Financial Contract ” means a qualified financial contract as defined in 12 U.S.C. § 1821(e)(8)(D).

“ Record ” means any document, microfiche, microfilm or Electronically Stored Information (including but not limited to magnetic tape, disc storage, card forms and printed copy) of the Failed Bank generated or maintained by the Failed Bank that is owned by or in the possession of the Receiver at the Bank Closing Date.

“ Receiver ” has the meaning set forth in the introduction to this Agreement.

“ Related Liability ” with respect to any Asset means any liability existing and reflected on the Failed Bank Records as of the Bank Closing Date for (i) indebtedness secured by mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affecting such Asset, (ii) ad valorem taxes applicable to such Asset and (iii) any other obligation determined by the Receiver to be directly related to such Asset.

“ Related Liability Amount ” with respect to any Related Liability on the books of the Assuming Institution, means the amount of such Related Liability as stated on the Failed Bank Records of the Assuming Institution (as maintained in accordance with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one Asset, the amount of such Related Liability shall be allocated among such Assets for the purpose of determining the Related Liability Amount with respect to any one of such Assets.

Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar amount of such Assets stated on the Failed Bank Records of the entity that owns such Asset.

“ Repurchase Price ” means, with respect to any Asset, first taking the Book Value of the Asset at the Bank Closing Date and either subtracting the pro rata Asset discount or adding the pro rata Asset premium, and subsequently adjusting that amount (i) for any advances and interest on such Asset after the Bank Closing Date, (ii) by subtracting the total amount received by the Assuming Institution for such Asset after the Bank Closing Date, regardless of how applied and (iii) by adding total disbursements of principal made by the Receiver not otherwise included in the Book Value.

“ Safe Deposit Boxes ” means the safe deposit boxes of the Failed Bank, if any, including the removable safe deposit boxes and safe deposit stacks in the Failed Bank’s vault(s), all rights and benefits under rental agreements with respect to such safe deposit boxes, and all keys and combinations thereto.

“ Settlement Date ” means the first Business Day immediately prior to the day which is three hundred sixty-five (365) days after the Bank Closing Date, or such other date prior thereto as may be agreed upon by the Receiver and the Assuming Institution. The Receiver, in its discretion, may extend the Settlement Date.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

“ Settlement Interest Rate ” means, for the first calendar quarter or portion thereof during which interest accrues, the rate determined by the Receiver to be equal to the investment rate on twenty-six (26)-week United States Treasury Bills as published on the Bank Closing Date by the United States Treasury on the TreasuryDirect.gov website; provided, that if no such Investment Rate is published the week of the Bank Closing Date, the investment rate for such Treasury Bills most recently published by the United States Treasury on TreasuryDirect.gov prior to the Bank Closing Date shall be used. Thereafter, the rate shall be adjusted to the rate determined by the Receiver to be equal to the Investment Rate on such Treasury Bills in effect as of the first day of each succeeding calendar quarter during which interest accrues as published by the United States Treasury on the TreasuryDirect.gov website.

“ Shared-Loss Agreements ” means, if any, the Single Family Shared-Loss Agreement attached hereto as Exhibit 4.15A and, if any, the Commercial Shared-Loss Agreement, attached hereto as Exhibit 4.15B.

“ Specialty Assets ” means assets that have a greater value than more traditional furniture and equipment owned by the Failed Bank and reflected on the Failed Bank Records as of the Bank Closing Date and located on or at Bank Premises, including without limitation fine art and high end decorative art; classic and antique motor vehicles; rare books; rare coins; airplanes; boats; jewelry; collectible firearms; Indian or other cultural artifacts; sculptures; Proprietary Software; and any other items that typically cannot be appraised by a Furniture and Equipment appraiser.

“ Subsidiary ” has the meaning set forth in § 3(w)(4) of the Federal Deposit Insurance Act, 12 U.S.0 § 1813(w)(4), as amended.

ARTICLE II. ASSUMPTION OF LIABILITIES .

2.1. Liabilities Assumed by Assuming Institution . The Assuming Institution expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to pay, perform and discharge, all of the following liabilities of the Failed Bank as of the Bank Closing Date, except as otherwise provided in this Agreement (such liabilities referred to as “ Liabilities Assumed ”):

(a) Assumed Deposits, except those Deposits specifically listed on Schedule 2.1(a) ; provided, that as to any Deposits of public money which are Assumed Deposits, the Assuming Institution agrees to properly secure such Deposits with such Assets as appropriate which, prior to the Bank Closing Date, were pledged as security by the Failed Bank, or with assets of the Assuming Institution, if such securing Assets, if any, are insufficient to properly secure such Deposits;

(b) liabilities for indebtedness secured by mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affecting any Assets, if any; provided, that the amount of any liability assumed pursuant to this Section 2.1(b) shall be limited to the market value of the Assets securing such liability as determined by the Receiver;

(c) all borrowings from, and obligations and indebtedness to, Federal Reserve Banks and Federal Home Loan Banks, if any, whether currently owed, or conditional or not yet matured, including but not limited to, if applicable, (i) advances, including principal, interest, and any prepayment fees, costs and expenses; (ii) letters of credit, including any

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

reimbursement obligations; (iii) acquired member assets programs, including representations, warranties, credit enhancement obligations and servicing obligations; (iv) affordable housing programs, including retention agreements and other contracts and monitoring obligations; (v) swaps and other derivatives; and (vi) safekeeping and custody agreements, provided, that the assumption of any liability pursuant to this Section 2.1(c) shall be limited to the market value of the assets securing such liability as determined by the Receiver; and overdrafts, debit balances, service charges, reclamations and adjustments to accounts with the Federal Reserve Banks as reflected on the books and records of any such Federal Reserve Bank within ninety (90) days after the Bank Closing Date, if any;

(d) ad valorem taxes applicable to any Asset, if any; provided, that the assumption of any ad valorem taxes pursuant to this Section 2.1(d) shall be limited to an amount equal to the market value of the Asset to which such taxes apply as determined by the Receiver;

(e) liabilities, if any, for federal funds purchased, repurchase agreements and overdrafts in accounts maintained with other depository institutions (including any accrued and unpaid interest thereon computed to and including the Bank Closing Date); provided, that the assumption of any liability pursuant to this Section 2.1(e) shall be limited to the market value of the Assets securing such liability as determined by the Receiver;

(f) United States Treasury tax and loan note option accounts, if any;

(g) liabilities for any acceptance or commercial letter of credit provided, that the assumption of any liability pursuant to this Section 2.1(g) shall be limited to the market value of the Assets securing such liability as determined by the Receiver;

(h) liabilities for any “standby letters of credit” as defined in 12 C.F.R. § 337.2(a) issued on the behalf of any Obligor of a Loan acquired hereunder by the Assuming Institution, but excluding any other standby letters of credit;

(i) duties and obligations assumed pursuant to this Agreement including without limitation those relating to the Failed Bank’s Records, credit card business, debit card business, stored value and gift card business, overdraft protection plans, safe deposit business, safekeeping business and trust business, if any;

(j) liabilities, if any, for Commitments;

(k) liabilities, if any, for amounts owed to any Acquired Subsidiary;

(l) liabilities, if any, with respect to Qualified Financial Contracts;

(m) duties and obligations under any contract pursuant to which the Failed Bank provides mortgage servicing for others, or any contract pursuant to which mortgage servicing is provided to the Failed Bank by others, including (i) any seller obligations, seller origination and repurchase obligations, and (ii) any GSE seller or servicer obligations, provided that, if the Assuming Institution is not an approved GSE servicer, or does not intend or is unable to become an approved GSE servicer, the Assuming Institution will cooperate with the Receiver and the GSE to effect the transfer of any such servicing obligations to a GSEapproved servicer; and

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

(n) all asset-related offensive litigation liabilities and all asset-related defensive litigation liabilities, but only to the extent such liabilities relate to assets subject to a Shared-Loss Agreement, and provided that all other defensive litigation and any class actions with respect to credit card business are retained by the Receiver;

(o) any deferred revenue, income or fees recorded on the general ledger of the Failed Bank as of the Bank Closing Date attributable to any business assumed pursuant to Section 4.2, 4.3, 4.4, or 4.5 of this Agreement, excluding any deferred income or revenue relative to FASB 91 — Loan Fees and Costs associated with originating or acquiring Loans and initial direct costs of leases.

2.2. Interest on Deposit Liabilities . The Assuming Institution agrees that, from and after the Bank Closing Date, it will accrue and pay interest on Assumed Deposits pursuant to Section 2.1 at a rate(s) it shall determine; provided, that for non-transaction Deposit liabilities such rate(s) shall not be less than the lowest rate offered by the Assuming Institution to its depositors for non-transaction deposit accounts. The Assuming Institution shall permit each depositor to withdraw, without penalty for early withdrawal, all or any portion of such depositor’s Deposit, whether or not the Assuming Institution elects to pay interest in accordance with any deposit agreement formerly existing between the Failed Bank and such depositor; and further provided, that if such Deposit has been pledged to secure an obligation of the depositor or other party, any withdrawal thereof shall be subject to the terms of the agreement governing such pledge. The Assuming Institution shall give notice to such depositors as provided in Section 5.3 of the rate(s) of interest which it has determined to pay and of such withdrawal rights.

2.3. Unclaimed Deposits .

(a) Final Legal Notice . Fifteen (15) months following the Bank Closing Date, the Assuming Institution will provide the Receiver a listing of all deposit accounts, including the type of account, not claimed by the depositor. The Receiver will review the list and authorize the Assuming Institution to act on behalf of the Receiver to send a Final Legal Notice in a form substantially similar to Exhibit 2.3A (the “ Final Legal Notice ”) to the owner(s) of the unclaimed deposits reminding them of the need to claim or arrange to continue their account(s) with the Assuming Institution. The Assuming Institution will send the Final Legal Notice to the depositors within thirty (30) days following notification of the Receiver’s authorization. The Assuming Institution will prepare an Affidavit of Mailing in a form substantially similar to Exhibit 2.3B and will forward the Affidavit of Mailing to the Receiver after mailing out the Final Legal Notice to the owner(s) of unclaimed deposit accounts.

(b) Unclaimed Deposits . If, within eighteen (18) months after the Bank Closing Date, any depositor of the Failed Bank does not claim or arrange to continue such depositor’s Assumed Deposits at the Assuming Institution, the Assuming Institution shall, within fifteen (15) Business Days after the end of such eighteen (18) month period, (i) refund to the Receiver the full amount of each such Deposit (without reduction for service charges), (ii) provide to the Receiver a schedule of all such refunded Deposits in such form as may be prescribed by the Receiver, and (iii) assign, transfer, convey, and deliver to the Receiver, all right, title and interest of the Assuming Institution in and to the Records previously transferred to the Assuming Institution and other records generated or maintained by the Assuming Institution pertaining to such Deposits. During such eighteen (18) month period, at the request

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

of the Receiver, the Assuming Institution promptly shall provide to the Receiver schedules of unclaimed Deposits in such form as may be prescribed by the Receiver.

2.4. Employee Plans . Except as provided in Section 4.12, the Assuming Institution shall have no liabilities, obligations or responsibilities under the Failed Bank’s health care, bonus, vacation, pension, profit sharing, deferred compensation, 401k or stock purchase plans or similar plans, if any, unless the Receiver and the Assuming Institution agree otherwise subsequent to the date of this Agreement.

ARTICLE III. PURCHASE OF ASSETS .

3.1. Assets Purchased by Assuming Institution . With the exception of certain assets expressly excluded in Sections 3.5 and 3.6 and, if applicable, listed on Schedule 3.5(1) the Assuming Institution hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys and delivers to the Assuming Institution, all right, title and interest of the Receiver in and to all of the assets (real, personal and mixed, wherever located and however acquired) including all subsidiaries, joint ventures, partnerships and any and all other business combinations or arrangements, whether active, inactive, dissolved or terminated, of the Failed Bank whether or not reflected on the books of the Failed Bank as of the Bank Closing Date. Assets are purchased hereunder by the Assuming Institution subject to all liabilities for indebtedness collateralized by Liens affecting such Assets to the extent provided in Section 2.1.

3.2. Asset Purchase Price .

(a) Determination of Asset Purchase Price . All Assets and assets of the Failed Bank subject to an option to purchase by the Assuming Institution shall be purchased for the amount, or the amount resulting from the method specified for determining the amount, as specified on Schedule 3.2 , except as otherwise may be provided herein. Any Asset, asset of the Failed Bank subject to an option to purchase or other asset purchased for which no purchase price is specified on Schedule 3.2 or otherwise herein shall be purchased at its Book Value. Loans or other assets charged off on the Failed Bank Records before the Bid Valuation Date shall be purchased at a price of zero. The purchase price for Acquired Subsidiaries shall be adjusted pursuant to Section 4.6(i)(iv), if applicable.

(b) Purchase Price for Securities . The purchase price for any security (other than the capital stock of any Acquired Subsidiary and Federal Home Loan Bank stock) purchased under Section 3.1 by the Assuming Institution shall consist of the market price (as defined below) of the security as of the Bank Closing Date, multiplied by the bank’s ownership interest in the security (see Calculation of Purchase Price below) and shall include accrued interest, where applicable, as noted below.

(i) Definition of Market Price : The market price for any security shall be (i) the market price for that security quoted at the close of the trading day effective on the Bank Closing Date as published electronically by Bloomberg, L.P., or alternatively, at the discretion of the Receiver, by IDC/Financial Times (FT) Interactive Data; (ii) provided that if such market price is not available for such security, the Assuming Institution will submit a written purchase price bid for such security within three days of notification/bid request by the Receiver (unless a different time period is agreed to by the Assuming Institution and the Receiver) and the Receiver, in its sole and absolute discretion, will accept or reject each such purchase price bid; (iii) further provided that in

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

	the absence of an acceptable bid from the Assuming Institution, or in the event that a security is deemed essential to the Receiver as determined by the Receiver in its discretion (see Section 3.6 Retention or Repurchase of Assets Essential to the Receiver) such security shall not pass to the Assuming Institution and shall be deemed to be an excluded asset hereunder and listed on Schedule 3.5(1).
	(ii) Calculation of Purchase Price . The bank’s ownership interest in a security will be quantified one of two ways: (i) number of shares or other units, as applicable (in the case of equity securities) or (ii) par value or notational amount, as applicable (in the case of non-equity securities). As a result, the purchase price (except where determined pursuant to clause (ii) of the preceding paragraph) shall be calculated one of two ways, depending on whether or not the security is an equity security: (i) the purchase price for an equity security shall be calculated by multiplying the number of shares or other units by the applicable market price per unit; and (ii) the purchase price for a non-equity security shall be an amount equal to the applicable market price (expressed as a decimal), multiplied by the par value for such security (based on the payment factor most recently widely available). The purchase price also shall include accrued interest as calculated below (see Calculation of Accrued Interest), except to the extent the parties may otherwise expressly agree, pursuant to clause (ii) of the preceding paragraph. If the factor used to determine the par value of any security for purposes of calculating the purchase price, is not for the period in which the Bank Closing Date occurs, then the purchase price for that security shall be subject to adjustment post-closing based on a “cancel and correct” procedure. Under this procedure, after such current factor becomes publicly available, the Receiver will recalculate the purchase price utilizing the current factor and related interest rate, and will notify the Assuming Institution of any difference and of the applicable amount due from one party to the other. Such amount will then be paid as part of the settlement process pursuant to Article VIII.
	(iii) Calculation of Accrued Interest for Securities : Accrued interest shall be calculated for a non-equity security by multiplying the interest rate (expressed as a decimal point) paid on the security as then most recently publicly available, by the most recent par value (or notational amount, as applicable) of that security, multiplied by the number of days from and including the first interest day of the accrual period in which the Bank Closing Date occurs, up to, but not including the Bank Closing Date.

(c) Purchase Price for Qualified Financial Contracts . Qualified Financial Contracts shall be purchased at market value determined in accordance with the terms of Exhibit 3.2(c). Any costs associated with such valuation shall be shared equally by the Receiver and the Assuming Institution.

3.3. Manner of Conveyance; Limited Warranty; Nonrecourse; Etc. THE CONVEYANCE OF ALL ASSETS, INCLUDING REAL AND PERSONAL PROPERTY INTERESTS, PURCHASED BY THE ASSUMING INSTITUTION UNDER THIS AGREEMENT SHALL BE MADE, AS NECESSARY, BY RECEIVER’S DEED OR RECEIVER’S BILL OF SALE, “AS IS”, “WHERE IS”, WITHOUT RECOURSE AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, WITHOUT ANY WARRANTIES WHATSOEVER WITH RESPECT TO SUCH ASSETS, EXPRESS OR IMPLIED, WITH RESPECT TO TITLE, VALUE, COLLECTIBILITY, GENUINENESS, ENFORCEABILITY, DOCUMENTATION, CONDITION OR

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

FREEDOM FROM LIENS OR ENCUMBRANCES (IN WHOLE OR IN PART), OR ANY OTHER MATTERS.

3.4. Puts of Assets to the Receiver .

(a) Puts Within 30 Days After the Bank Closing Date. During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution shall be entitled to require the Receiver to purchase any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral; provided that with regard to any Deposit Secured Loan secured by an Assumed Deposit:

(i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made; and

(ii) the Assuming Institution shall be entitled to require the Receiver to purchase, within a reasonable time, any remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit.

Notwithstanding the foregoing, the Assuming Institution shall not have the right to require the Receiver to purchase any Loan if (i) the Obligor with respect to such Loan is an Acquired Subsidiary, or (ii) the Assuming Institution has:

		(A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan;
		(B) taken any action that increased the amount of a Related Liability with respect to such Loan over the amount of such liability immediately prior to the time of such action;
		(C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement;
		(D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or
		(E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse).

(iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

(b) Puts Prior to the Settlement Date . During the period from the Bank Closing Date to and including the Business Day immediately preceding the Settlement Date, the Assuming Institution shall be entitled to require the Receiver to purchase any Asset which the Assuming Institution can establish is evidenced by forged or stolen instruments as of the Bank Closing Date; provided that the Assuming Institution shall not have the right to require the Receiver to purchase any such Asset with respect to which the Assuming Institution has taken any action referred to in Section 3.4(a)(ii) with respect to such Asset. The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

(c) Notices to the Receiver . In the event that the Assuming Institution elects to require the Receiver to purchase one or more Assets, the Assuming Institution shall deliver to the Receiver a notice (a “ Put Notice ”) which shall include:

	(i) a list of all Assets that the Assuming Institution requires the Receiver to purchase;
	(ii) a list of all Related Liabilities with respect to the Assets identified pursuant to (i) above; and
	(iii) a statement of the estimated Repurchase Price of each Asset identified pursuant to (i) above as of the applicable Put Date.

Such notice shall be in the form prescribed by the Receiver or such other form to which the Receiver shall consent. As provided in Section 9.6, the Assuming Institution shall deliver to the Receiver such documents, Credit Files and such additional information relating to the subject matter of the Put Notice as the Receiver may request and shall provide to the Receiver full access to all other relevant books and Records.

(d) Purchase by Receiver . The Receiver shall purchase Assets that are specified in the Put Notice and shall assume Related Liabilities with respect to such Assets, and the transfer of such Assets and Related Liabilities shall be effective as of a date determined by the Receiver which date shall not be later than thirty (30) days after receipt by the Receiver of the Put Notice (the “ Put Date ”).

(e) Purchase Price and Payment Date . Each Asset purchased by the Receiver pursuant to this Section 3.4 shall be purchased at a price equal to the Repurchase Price of such Asset less the Related Liability Amount applicable to such Asset, in each case determined as of the applicable Put Date. If the difference between such Repurchase Price and such Related Liability Amount is positive, then the Receiver shall pay to the Assuming Institution the amount of such difference; if the difference between such amounts is negative, then the Assuming Institution shall pay to the Receiver the amount of such difference. The Assuming Institution or the Receiver, as the case may be, shall pay the purchase price determined pursuant to this Section 3.4(e) not later than the twentieth (20th) Business Day following the applicable Put Date, together with interest on such amount at the Settlement

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

Interest Rate for the period from and including such Put Date to and including the day preceding the date upon which payment is made.

(f) Servicing . The Assuming Institution shall administer and manage any Asset subject to purchase by the Receiver in accordance with usual and prudent banking standards and business practices until such time as such Asset is purchased by the Receiver.

(g) Reversals . In the event that the Receiver purchases an Asset (and assumes the Related Liability) that it is not required to purchase pursuant to this Section 3.4, the Assuming Institution shall repurchase such Asset (and assume such Related Liability) from the Receiver at a price computed so as to achieve the same economic result as would apply if the Receiver had never purchased such Asset pursuant to this Section 3.4.

3.5. Assets Not Purchased by Assuming Institution . The Assuming Institution does not purchase, acquire or assume, or (except as otherwise expressly provided in this Agreement) obtain an option to purchase, acquire or assume under this Agreement:

(a) any financial institution bonds, banker’s blanket bonds, or public liability, fire, extended coverage insurance policy, bank owned life insurance or any other insurance policy of the Failed Bank, or premium refund, unearned premium derived from cancellation, or any proceeds payable with respect to any of the foregoing;

(b) any interest, right, action, claim, or judgment against (i) any officer, director, employee, accountant, attorney, or any other Person employed or retained by the Failed Bank or any Subsidiary of the Failed Bank on or prior to the Bank Closing Date arising out of any act or omission of such Person in such capacity, (ii) any underwriter of financial institution bonds, banker’s blanket bonds or any other insurance policy of the Failed Bank, (iii) any shareholder or holding company of the Failed Bank, or (iv) any other Person whose action or inaction may be related to any loss (exclusive of any loss resulting from such Person’s failure to pay on a Loan made by the Failed Bank) incurred by the Failed Bank; provided that for the purposes hereof, the acts, omissions or other events giving rise to any such claim shall have occurred on or before the Bank Closing Date, regardless of when any such claim is discovered and regardless of whether any such claim is made with respect to a financial institution bond, banker’s blanket bond, or any other insurance policy of the Failed Bank in force as of the Bank Closing Date;

(d) legal or equitable interests in tax receivables of the Failed Bank, if any, including any claims arising as a result of the Failed Bank having entered into any agreement or otherwise being joined with another Person with respect to the filing of tax returns or the payment of taxes;

(e) amounts reflected on the Failed Bank Records as of the Bank Closing Date as a general or specific loss reserve or contingency account, if any;

(f) leased or owned Bank Premises and leased or owned Fixtures, Proprietary Software, Furniture and Equipment located on leased or owned Bank Premises, and Specialty Assets located on leased or owned Bank Premises, if any; provided that the Assuming Institution does obtain an option under Sections 4.6, 4.7 or 4.8, as the case may be, with respect thereto;

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

(g) owned Bank Premises which the Receiver, in its discretion, determines may contain environmentally hazardous substances;

(h) any “goodwill,” as such term is defined in the instructions to the report of condition prepared by banks examined by the Corporation in accordance with 12 C.F.R. § 304.3, and other intangibles (other than intellectual property);

(i) any criminal restitution or forfeiture orders issued in favor of the Failed Bank;

(j) any and all prepaid fees or any other income as shown on the books and Records of the Failed Bank, but not taken into income as of the Bank Closing Date, associated with a line of business of the Failed Bank which is not assumed pursuant to this Agreement;

(k) assets essential to the Receiver in accordance with Section 3.6;

(1) any banker’s bank stock, and the securities listed on the attached Schedule 3.5(1) ;

(m) reserved;

(n) prepaid accounts associated with any contract or agreement that the Assuming Institution either does not directly assume pursuant to the terms of this Agreement nor has an option to assume under Section 4.8; and

(o) except with respect to any Federal Home Loan Bank loans, any contract pursuant to which the Failed Bank provides mortgage servicing for others.

3.6. Retention or Repurchase of Assets Essential to Receiver .

(a) The Receiver may refuse to sell to the Assuming Institution, or the Assuming Institution agrees, at the request of the Receiver set forth in a written notice to the Assuming Institution, to sell, assign, transfer, convey, and deliver to the Receiver, all of the Assuming Institution’s right, title and interest in and to, any Asset or asset essential to the Receiver as determined by the Receiver in its discretion (together with all Credit Documents evidencing or pertaining thereto), which may include any Asset or asset that the Receiver determines to be:

	(i) made to an officer, director, or other Person engaging in the affairs of the Failed Bank, its Subsidiaries or Affiliates or any related entities of any of the foregoing;
	(ii) the subject of any investigation relating to any claim with respect to any item described in Section 3.5(a) or (b), or the subject of, or potentially the subject of, any legal proceedings;
	(iii) made to a Person who is an Obligor on a loan owned by the Receiver or the Corporation in its corporate capacity or its capacity as receiver of any institution;
	(iv) secured by collateral which also secures any asset owned by the Receiver; or

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

(v) related to any asset of the Failed Bank not purchased by the Assuming Institution under this Article III or any liability of the Failed Bank not assumed by the Assuming Institution under Article II.

(vi) Each such Asset or asset purchased by the Receiver shall be purchased at a price equal to the Repurchase Price thereof less the Related Liability Amount with respect to any Related Liabilities related to such Asset or asset, in each case determined as of the date of the notice provided by the Receiver pursuant to Section 3.6(a). The Receiver shall pay the Assuming Institution not later than the twentieth (20th) Business Day following receipt of related Credit Documents and Credit Files together with interest on such amount at the Settlement Interest Rate for the period from and including the date of receipt of such documents to and including the day preceding the day on which payment is made. The Assuming Institution agrees to administer and manage each such Asset or asset in accordance with usual and prudent banking standards and business practices until each such Asset or asset is purchased by the Receiver. All transfers with respect to Asset or assets under this Section 3.6 shall be made as provided in Section 9.6. The Assuming Institution shall transfer all such Assets or assets and Related Liabilities to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset or asset, as provided in Section 12.4.

3.7. Receiver’s Offer to Sell Withheld Loans . For the period of thirty (30) days commencing the day after the Bank Closing Date, the Receiver may sell, in its sole and absolute discretion, and the Assuming Institution, may purchase, in its sole and absolute discretion, any Loans initially withheld from sale to the Assuming Institution pursuant to Sections 3.5 or 3.6 of this Agreement. The purchase price for such Loan shall be the Book Value as of the Bank Closing Date, adjusted (i) for any advances and interest on such Loan after the Bank Closing Date, (ii) by subtracting the total amount received by the Assuming Institution for such Loan after the Bank Closing Date, and (iii) by adding total disbursements of principal made by the Receiver and not otherwise included in the Book Value. Except for the sales price, Loans sold under this section will be treated as if initially sold under Section 3.1 of this Agreement, and will be subject to all relevant terms of this Agreement except that the Loans purchased pursuant to this Section 3.7 shall not be included in the calculation of the pro rata Asset discount or pro rata Asset premium utilized for the repurchase of other Assets. No Loan purchased pursuant to this Section 3.7 shall be a Shared-Loss Loan pursuant to the Shared-Loss Agreements unless (i) it is cross-collateralized with a Shared-Loss Loan purchased pursuant to this Agreement and (ii) it otherwise meets the definition of Shared-Loss Loan in the applicable Shared-Loss Agreement. Payment for Loans sold under this Section 3.7 will be handled through the settlement process pursuant to Article VIII.

ARTICLE IV. ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS .

4.1. Continuation of Banking Business . For the period commencing on the first banking Business Day after the Bank Closing Date and ending on the first anniversary of the Bank Closing Date, the Assuming Institution will provide full service banking in the trade area of the Failed Bank. Thereafter, the Assuming Institution may cease providing such banking services in the trade area of the Failed Bank, provided the Assuming Institution has received all necessary regulatory approvals, including the approval of the Receiver and, if applicable, the Corporation. At the option of the Assuming Institution, such banking services may be provided

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

at any or all of the Bank Premises, or at other premises within such trade area, as determined by the Receiver. The Assuming Institution may open, close or sell branches upon receipt of the necessary regulatory approvals, provided that the Assuming Institution or its successors continue to provide banking services in the trade area during the period specified in this Section 4.1. The Assuming Institution will pay to the Receiver, upon the sale of a branch or branches within the year following the date of this Agreement, fifty percent (50%) of any franchise premium in excess of the franchise premium paid by the Assuming Institution with respect to such branch or branches.

4.2. Credit Card Business . The Assuming Institution agrees to honor and perform, from and after the Bank Closing Date, all duties and obligations with respect to the Failed Bank’s credit card business (including issuer or merchant acquirer) debit card business, stored value and gift card business, and/or processing related to credit cards, if any, and assumes all extensions of credit or balances outstanding as of the Bank Closing Date with respect to these lines of business.

4.3. Safe Deposit Business . The Assuming Institution assumes and agrees to discharge, from and after the Bank Closing Date, in the usual course of conducting a banking business, the duties and obligations of the Failed Bank with respect to all Safe Deposit Boxes, if any, of the Failed Bank and to maintain all of the necessary facilities for the use of such boxes by the renters thereof during the period for which such boxes have been rented and the rent therefor paid to the Failed Bank, subject to the provisions of the rental agreements between the Failed Bank and the respective renters of such boxes; provided, that the Assuming Institution may relocate the Safe Deposit Boxes of the Failed Bank to any office of the Assuming Institution located in the trade area of the branch of the Failed Bank in which such Safe Deposit Boxes were located, as determined by the Receiver. The Safe Deposit Boxes shall be located and maintained in such trade area for a minimum of one year from the Bank Closing Date.

4.4. Safekeeping Business . The Receiver transfers, conveys and delivers to the Assuming Institution and the Assuming Institution accepts all securities and other items, if any, held by the Failed Bank in safekeeping for its customers as of the Bank Closing Date. The Assuming Institution assumes and agrees to honor and discharge, from and after the Bank Closing Date, the duties and obligations of the Failed Bank with respect to such securities and items held in safekeeping. The Assuming Institution shall provide to the Receiver written verification of all assets held by the Failed Bank for safekeeping within sixty (60) days after the Bank Closing Date. The assets held for safekeeping by the Failed Bank shall be held and maintained by the Assuming Institution in the trade area of the Failed Bank for a minimum of one year from the Bank Closing Date. At the option of the Assuming Institution, the safekeeping business may be provided at any or all of the Bank Premises, or at other premises within such trade area, as determined by the Receiver. The Assuming Institution shall be entitled to all rights and benefits which accrue after the Bank Closing Date with respect to securities and other items held in safekeeping.

4.5. Trust Business .

(a) Assuming Institution as Successor . The Assuming Institution shall, without further transfer, substitution, act or deed, to the full extent permitted by law, succeed to the rights, obligations, properties, assets, investments, deposits, agreements, and trusts of the Failed Bank under trusts, executorships, administrations, guardianships, and agencies, and other fiduciary or representative capacities, all to the same extent as though the Assuming Institution

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

had assumed the same from the Failed Bank prior to the Bank Closing Date; provided, that any liability based on the misfeasance, malfeasance or nonfeasance of the Failed Bank, its directors, officers, employees or agents with respect to the trust business is not assumed hereunder.

(b) Wills and Appointments . The Assuming Institution shall, to the full extent permitted by law, succeed to, and be entitled to take and execute, the appointment to all executorships, trusteeships, guardianships and other fiduciary or representative capacities to which the Failed Bank is or may be named in wills, whenever probated, or to which the Failed Bank is or may be named or appointed by any other instrument.

(c) Transfer of Trust Business . In the event additional proceedings of any kind are necessary to accomplish the transfer of such trust business, the Assuming Institution agrees that, at its own expense, it will take whatever action is necessary to accomplish such transfer. The Receiver agrees to use reasonable efforts to assist the Assuming Institution in accomplishing such transfer.

(d) Verification of Assets . The Assuming Institution shall provide to the Receiver written verification of the assets held in connection with the Failed Bank’s trust business within sixty (60) days after the Bank Closing Date.

4.6. Bank Premises .

(a) Option to Purchase . Subject to Section 3.5, the Receiver hereby grants to the Assuming Institution an exclusive option for the period of ninety (90) days commencing the day after the Bank Closing Date to purchase any or all owned Bank Premises, including all Fixtures, Furniture and Equipment located on the Bank Premises. The Assuming Institution shall give written notice to the Receiver within the option period of its election to purchase or not to purchase any of the owned Bank Premises. Any purchase of such premises shall be effective as of the date of the Bank Closing Date and such purchase shall be consummated as soon as practicable thereafter, and in no event later than the Settlement Date. If the Assuming Institution gives notice of its election not to purchase one or more of the owned Bank Premises within seven (7) days of the Bank Closing Date, then, notwithstanding any other provision of this Agreement to the contrary, the Assuming Institution shall not be liable for any of the costs or fees associated with Fair Market Value appraisals for such Bank Premises and associated Fixtures, Furniture and Equipment.

(b) Option to Lease . The Receiver hereby grants to the Assuming Institution an exclusive option for the period of ninety (90) days commencing the day after the Bank Closing Date to cause the Receiver to assign to the Assuming Institution any or all leases for leased Bank Premises, if any, which have been continuously occupied by the Assuming Institution from the Bank Closing Date to the date it elects to accept an assignment of the leases with respect thereto to the extent such leases can be assigned; provided that the exercise of this option with respect to any lease must be as to all premises or other property subject to the lease. The Assuming Institution shall give notice to the Receiver within the option period of its election to accept or not to accept an assignment of any or all leases (or enter into new leases in lieu thereof). The Assuming Institution agrees to assume all leases assigned (or enter into new leases in lieu thereof) pursuant to this Section 4.6. If the Assuming Institution gives notice of its election not to accept an assignment of a lease for one or more of the leased Bank Premises within seven (7) days of the Bank Closing Date, then, notwithstanding any other provision of this Agreement to the contrary, the Assuming Institution shall not be liable for any of the costs

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

or fees associated with Fair Market Value appraisals for the Fixtures, Furniture and Equipment located on such leased Bank Premises.

(c) Facilitation . The Receiver agrees to facilitate the assumption, assignment or sublease of leases or the negotiation of new leases by the Assuming Institution; provided that neither the Receiver nor the Corporation shall be obligated to engage in litigation, make payments to the Assuming Institution or to any third party in connection with facilitating any such assumption, assignment, sublease or negotiation or commit to any other obligations to third parties.

(d) Occupancy . The Assuming Institution shall give the Receiver fifteen (15) days prior written notice of its intention to vacate prior to vacating any leased Bank Premises with respect to which the Assuming Institution has not exercised the option provided in Section 4.6(b). Any such notice shall be deemed to terminate the Assuming Institution’s option with respect to such leased Bank Premises.

(e) Occupancy Costs .

(i) The Assuming Institution agrees to pay to the Receiver, or to appropriate third parties at the direction of the Receiver, during and for the period of any occupancy by it of (x) owned Bank Premises the market rental value, as determined by the appraiser selected in accordance with the definition of Fair Market Value, and all operating costs, and (y) leased Bank Premises, all operating costs with respect thereto and to comply with all relevant terms of applicable leases entered into by the Failed Bank, including without limitation the timely payment of all rent. Operating costs include, without limitation all taxes, fees, charges, maintenance, utilities, insurance and assessments, to the extent not included in the rental value or rent. If the Assuming Institution elects to purchase any owned Bank Premises in accordance with Section 4.6(a), the amount of any rent paid (and taxes paid to the Receiver which have not been paid to the taxing authority and for which the Assuming Institution assumes liability) by the Assuming Institution with respect thereto shall be applied as an offset against the purchase price thereof.

(ii) The Assuming Institution agrees during the period of occupancy by it of owned or leased Bank Premises, to pay to the Receiver rent for the use of all owned or leased Furniture and Equipment and all owned or leased Fixtures located on such Bank Premises for the period of such occupancy. Rent for such property owned by the Failed Bank shall be the market rental value thereof, as determined by the Receiver within sixty (60) days after the Bank Closing Date. Rent for such leased property shall be an amount equal to any and all rent and other amounts which the Receiver incurs or accrues as an obligation or is obligated to pay for such period of occupancy pursuant to all leases and contracts with respect to such property. If the Assuming Institution purchases any owned Furniture and Equipment or owned Fixtures in accordance with Section 4.6(f) or 4.6(h), the amount of any rents paid by the Assuming Institution with respect thereto shall be applied as an offset against the purchase price thereof.

(f) Certain Requirements as to Fixtures, Furniture and Equipment and Certain Specialty Assets . If the Assuming Institution purchases owned Bank Premises or accepts an assignment of the lease (or enters into a sublease or a new lease in lieu thereof) for leased Bank Premises as provided in Section 4.6(a) or 4.6(b), or if the Assuming Institution

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

does not exercise such option but within twelve (12) months following the Bank Closing Date obtains the right to occupy such premises (whether by assignment, lease, sublease, purchase or otherwise), other than in accordance with Section 4.6(a) or 4.6(b), the Assuming Institution shall (i) effective as of the Bank Closing Date, purchase from the Receiver all Fixtures, Furniture and Equipment, and all Specialty Assets with an appraised value as determined in accordance with Section 4.6(j) of less than $10,000, owned by the Failed Bank at Fair Market Value and located thereon as of the Bank Closing Date, (ii) accept an assignment or a sublease of the leases or negotiate new leases for all Fixtures, Furniture and Equipment leased by the Failed Bank and located thereon, and (iii) if applicable, accept an assignment or a sublease of any ground lease or negotiate a new ground lease with respect to any land on which such Bank Premises are located; provided that the Receiver shall not have disposed of such Fixtures, Furniture and Equipment or repudiated the leases referred to in clause (ii) or (iii).

(g) Vacating Premises .

(i) If the Assuming Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Institution’s notice not to exercise such option. The Assuming Institution shall be responsible for promptly relinquishing and releasing to the Receiver such premises and the Fixtures, Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank Closing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Institution shall, at the Receiver’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment owned by the Failed Bank and located on such premises as of the Bank Closing Date.

(ii) If the Assuming Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Institution shall be liable for relinquishing and releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank Closing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the ninety (90)-day period specified above in this Section 4.6(g)(ii), the Assuming Institution shall, at the

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

Receiver’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank Closing Date.

(h) Furniture and Equipment and Certain Other Equipment . The Receiver hereby grants to the Assuming Institution an option to purchase all Furniture and Equipment owned by the Failed Bank at Fair Market Value and located at any leased or owned Bank Premises that the Assuming Institution elects to vacate or which it could have, but did not occupy, pursuant to this Section 4.6; provided that, the Assuming Institution shall give the Receiver notice of its election to purchase such property at the time it gives notice of its intention to vacate such Bank Premises or within ten (10) days after the Bank Closing Date for Bank Premises it could have, but did not, occupy.

(i) Option to Put Bank Premises and Related Fixtures, Furniture and Equipment.

	(i) For a period of ninety (90) days following the Bank Closing Date, the Assuming Institution shall be entitled to require the Receiver to purchase any Bank Premises that is owned, directly or indirectly, by an Acquired Subsidiary and the purchase price paid by the Receiver shall be the Fair Market Value of the Bank Premises.
	(ii) If the Assuming Institution elects to require the Receiver to purchase any Bank Premises that is owned, directly or indirectly, by an Acquired Subsidiary, the Assuming Institution shall also have the option, exercisable within the same ninety (90) day time period, to require the Receiver to purchase any Fixtures, Furniture and Equipment that is owned, directly or indirectly, by an Acquired Subsidiary which is located on such Bank Premises and was utilized by the Failed Bank for banking purposes. The purchase price paid by the Receiver shall be the Fair Market Value of the Fixtures, Furniture and Equipment purchased.
	(iii) In the event the Assuming Institution elects to exercise its options under this Section 4.6(i), the Assuming Institution shall pay to the Receiver occupancy costs in accordance with Section 4.6(e) and shall vacate the Bank Premises in accordance with Section 4.6(g)(i).
	(iv) Regardless of whether the Assuming Institution exercises any of its options under this Section 4.6(i), the purchase price for the Acquired Subsidiary shall be adjusted by the difference between the Fair Market Value of the Bank Premises and Fixtures, Furniture and Equipment utilized by the Failed Bank for banking purposes and their respective Book Value as reflected of the books and records of the Acquired Subsidiary. Such adjustment shall be made in accordance with Article VIII of this Agreement.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

(j) Option to Purchase Specialty Assets .

(i) The Receiver hereby grants to the Assuming Institution an exclusive option for the period of thirty (30) days commencing the day after the Receiver provides the Assuming Institution the appropriate appraisal to purchase at Fair Market Value all, some or none of the Specialty Assets.

(ii) The cost of the Specialty Asset appraisals shall be shared equally by the Receiver and the Assuming Institution. If the Assuming Institution gives notice of its election not to purchase one or more of the Specialty Assets within seven (7) days of the Bank Closing Date, the Assuming Institution shall not be liable for any of the costs or fees associated with Fair Market Value appraisals for such Specialty Asset.

4.7. Agreement with Respect to Leased Data Management Equipment .

(a) Option . The Receiver hereby grants to the Assuming Institution an exclusive option for the period of ninety (90) days commencing the day after Bank Closing to accept an assignment from the Receiver of all Leased Data Management Equipment.

(b) Notices Regarding Leased Data Management Equipment . The Assuming Institution shall (i) give written notice to the Receiver within the option period specified in Section 4.7(a) of its intent to accept or decline an assignment or sublease of all Leased Data Management Equipment and promptly accept an assignment or sublease of such Leased Data Management Equipment, and (ii) give written notice to the appropriate lessor(s) that it has accepted an assignment or sublease of any such Leased Data Management Equipment that is subject to a lease.

(c) Facilitation by Receiver . The Receiver agrees to facilitate the assignment or sublease of Leased Data Management Equipment or the negotiation of new leases or license agreements by the Assuming Institution; provided, that neither the Receiver nor the Corporation shall be obligated to engage in litigation, make payments to the Assuming Institution or to any third party in connection with facilitating any such assumption, assignment, sublease or negotiation or commit to any other obligations to third parties.

(d) Operating Costs . The Assuming Institution agrees, during its period of use of any Leased Data Management Equipment, to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of any existing Leased Data Management Equipment leases entered into by the Failed Bank, including without limitation the timely payment of all rent, taxes, fees, charges, maintenance, utilities, insurance and assessments.

(e) Assuming Institution’s Obligation . The Assuming Institution shall, not later than fifty (50) days after giving the notice provided in Section 4.7(b), (i) relinquish and release to the Receiver or, at the direction of the Receiver, to a third party, all Leased Data Management Equipment, in the same condition as at Bank Closing, normal wear and tear excepted, or (ii) accept an assignment or a sublease of any existing Leased Data Management lease or negotiate a new lease or license agreement under this Section 4.7 with respect to Leased Data Management Equipment.

(f) Data Removal . The Assuming Institution shall, prior to returning any Leased Data Management Equipment, and unless otherwise requested by the Receiver,

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

(i) remove all data from the Leased Data Management Equipment and (ii) provide a written statement to the Receiver that all data has been removed in a manner that renders it unrecoverable.

4.8. Certain Existing Agreements .

(a) Assumption of Agreements . Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

(b) Excluded Agreements. The provisions of Section 4.8(a) regarding the Assuming Institution’s election to assume or not assume certain agreements shall not apply to (i) agreements pursuant to which the Failed Bank provides mortgage servicing for others or mortgage servicing is provided to the Failed Bank by others, (ii) agreements maintained between the Failed Bank and MERSCORP, Inc., or its wholly owned subsidiary, Mortgage Electronic Registration Systems, Inc., (iii) agreements that are subject to Sections 4.1 through 4.7 and any insurance policy or bond referred to in Section 3.5(a) or other agreement specified in Section 3.5 and (iv) consulting, management or employment agreements, if any, between the Failed Bank and its employees or other Persons. Except as otherwise expressly set forth elsewhere in this Agreement, the Assuming Institution does not assume any liabilities or acquire any rights under any of the agreements described in this Section 4.8(b).

4.9. Informational Tax Reporting . The Assuming Institution agrees to perform all obligations of the Failed Bank with respect to Federal and State income tax informational reporting related to (i) the Assets and the Liabilities Assumed, (ii) deposit accounts that were closed and loans that were paid off or collateral obtained with respect thereto prior to the Bank Closing Date, (iii) miscellaneous payments made to vendors of the Failed Bank, and (iv) any other asset or liability of the Failed Bank, including, without limitation, loans not purchased and Deposits not assumed by the Assuming Institution, as may be required by the Receiver.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

4.10. Insurance .

(a) Assuming Institution to Insure . The Assuming Institution will obtain and maintain insurance coverage acceptable to the Receiver (including public liability, fire, and extended coverage insurance) naming the Assuming Institution as the insured and the Receiver as additional insured, effective from and after the Bank Closing Date, with respect to all (i) Bank Premises that the Assuming Institution occupies, and (ii) Fixtures, Furniture and Equipment and Leased Data Management Equipment located on those Bank Premises.

(b) Rights of Receiver . If the Assuming Institution at any time from or after Bank Closing Date fails to (i) obtain or maintain any of the insurance policies required by Section 4.10(a), (ii) pay any premium in whole or in part related to those insurance policies, or (iii) provide evidence of those insurance policies acceptable to the Receiver, then the Receiver may in its sole and absolute discretion, without notice, and without waiving or releasing any obligation or liability of the Assuming Institution, obtain and maintain insurance policies, pay insurance premiums and take any other actions with respect to the insurance coverage as the Receiver deem advisable. The Assuming Institution will reimburse the Receiver for all sums disbursed in connection with this Section 4.10(b).

4.11. Office Space for Receiver and Corporation; Certain Payments .

(a) FDIC Office Space . For the period commencing on the day following the Bank Closing Date and ending on the one hundred eightieth (180th) day following the Bank Closing Date, the Assuming Institution will provide to the Receiver and the Corporation, without charge, adequate and suitable office space (including parking facilities and vault space), furniture, equipment (including photocopying and telecopying machines), email accounts, network access and technology resources (such as shared drive), and utilities (including local telephone service and fax machines) (collectively, “FDIC Office Space”) at the Bank Premises occupied by the Assuming Institution for the Receiver and the Corporation to use in the discharge of their respective functions with respect to the Failed Bank.

(b) Receiver’s Right to Extend . Upon written notice by the Receiver or the Corporation, for the period commencing on the one hundred eighty first (181st) day following the Bank Closing Date and ending no later than the three hundred and sixty-fifth (365th) day following the Bank Closing Date, the Assuming Institution will continue to provide to the Receiver and the Corporation FDIC Office Space at the Bank Premises. During the period from the 181st day following the Bank Closing Date until the day the FDIC and the Corporation vacate FDIC Office Space, the Receiver and the Corporation will pay to the Assuming Institution their respective pro rata share (based on square footage occupied) of (A) the market rental value for the applicable owned Bank Premises or (B) actual rent paid for applicable leased Bank Premises.

(c) Receiver’s Relocation Right . If the Receiver or the Corporation determine that the space provided by the Assuming Institution is inadequate or unsuitable, the Receiver and the Corporation may relocate to other quarters having adequate and suitable FDIC Office Space and the costs of relocation and any rental and utility costs for the balance of the period of occupancy by the Receiver and the Corporation shall be borne by the Assuming Institution.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

(d) Expenditures . The Assuming Institution will pay such bills and invoices on behalf of the Receiver and the Corporation as the Receiver or the Corporation may direct for the period beginning on the date of the Bank Closing Date and ending on Settlement Date. The Assuming Institution shall submit its requests for reimbursement of such expenditures pursuant to Article VIII of this Agreement.

4.12. Continuation of Group Health Plan Coverage for Former Employees of the Failed Bank .

(a) Continuation Coverage . The Assuming Institution agrees to assist the Receiver, as provided in this Section 4.12, in offering individuals who were employees or former employees of the Failed Bank, or any of its Subsidiaries, and who, immediately prior to the Bank Closing Date, were receiving, or were eligible to receive, health insurance coverage or health insurance continuation coverage from the Failed Bank (“Eligible Individuals”), the opportunity to obtain health insurance coverage in the Corporation’s Federal Insurance Administration Continuation Coverage Plan which provides for health insurance continuation coverage to such Eligible Individuals and other persons who are qualified beneficiaries of the Failed Bank (“Qualified Beneficiaries”) as defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) § 607, 29 U.S.C. § 1167. The Assuming Institution shall consult with the Receiver and not later than five (5) Business Days after the Bank Closing Date shall provide written notice to the Receiver of the number (if available), identity (if available) and addresses (if available) of the Eligible Individuals who are Qualified Beneficiaries of the Failed Bank and for whom a “qualifying event” (as defined in ERISA § 603, 29 U.S.C. § 1163) has occurred and with respect to whom the Failed Bank’s obligations under Part 6 of Subtitle B of Title I of ERISA, 29 U.S.C. §§ 1161-1169 have not been satisfied in full, and such other information as the Receiver may reasonably require. The Receiver shall cooperate with the Assuming Institution in order to permit it to prepare such notice and shall provide to the Assuming Institution such data in its possession as may be reasonably required for purposes of preparing such notice.

(b) Qualified Beneficiaries; Expenses . The Assuming Institution shall take such further action to assist the Receiver in offering the Eligible Individuals who are Qualified Beneficiaries of the Failed Bank the opportunity to obtain health insurance coverage in the Corporation’s Federal Insurance Administration Continuation Coverage Plan as the Receiver may direct. All expenses incurred and paid by the Assuming Institution (i) in connection with the obligations of the Assuming Institution under this Section 4.12, and (ii) in providing health insurance continuation coverage to any Eligible Individuals who are hired by the Assuming Institution and such employees’ Qualified Beneficiaries shall be borne by the Assuming Institution.

(c) Employee List . No later than five (5) Business Days after the Bank Closing Date, the Assuming Institution shall provide the Receiver with a list of all Failed Bank employees the Assuming Institution will not hire. Unless otherwise agreed, the Assuming Institution shall pay all salaries and payroll costs for all Failed Bank employees until the list is provided to the Receiver. The Assuming Institution shall be responsible for all costs and expenses (i.e., salary, benefits, etc.) associated with all other employees not on that list from and after the date of delivery of the list to the Receiver. The Assuming Institution shall offer to the Failed Bank employees it retains employment benefits comparable to those the Assuming Institution, offers its current employees.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

(d) No Third Party Beneficiaries . This Section 4.12 is for the sole and exclusive benefit of the parties to this Agreement, and for the benefit of no other Person (including any former employee of the Failed Bank or any Subsidiary thereof, Eligible Individual or Qualified Beneficiary of such former employee). Nothing in this Section 4.12 is intended by the parties, or shall be construed, to give any Person (including any former employee of the Failed Bank or any Subsidiary thereof, Eligible Individual or Qualified Beneficiary of such former employee) other than the Corporation, the Receiver and the Assuming Institution, any legal or equitable right, remedy or claim under or with respect to the provisions of this Section 4.12.

4.13. Interim Asset Servicing . At any time after the Bank Closing Date, the Receiver may establish on its books an asset pool(s) and may transfer to such asset pool(s) (by means of accounting entries on the books of the Receiver) all or any assets and liabilities of the Failed Bank which are not acquired by the Assuming Institution, including, without limitation, wholly unfunded Commitments and assets and liabilities which may be acquired, funded or originated by the Receiver subsequent to the Bank Closing Date. The Receiver may remove assets (and liabilities) from or add assets (and liabilities) to such pool(s) at any time in its discretion. At the option of the Receiver, the Assuming Institution agrees to service, administer and collect such pool assets in accordance with, and for the term set forth in, Exhibit 4.13.

4.14. [RESERVED]

4.15. Loss Sharing . This Agreement includes a Single Family Shared-Loss Agreement attached hereto as Exhibit 4.15A and a Commercial Shared-Loss Agreement attached hereto as Exhibit 4.15B. The Assuming Institution shall be entitled to require reimbursement from the Receiver for shared losses, and shall share recoveries, on certain loans and assets in accordance with the Shared-Loss Agreements.

ARTICLE V. DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK

5.1. Payment of Checks, Drafts, Orders and Deposits . Subject to Section 9.5, the Assuming Institution agrees to pay all properly drawn checks, drafts, withdrawal orders and Assumed Deposits of depositors of the Failed Bank presented for payment, whether drawn on the check or draft forms provided by the Failed Bank or by the Assuming Institution, to the extent that the Deposit balances to the credit of the respective makers or drawers assumed by the Assuming Institution under this Agreement are sufficient to permit the payment thereof, and in all other respects to discharge, in the usual course of conducting a banking business, the duties and obligations of the Failed Bank with respect to the Deposit balances due and owing to the depositors of the Failed Bank assumed by the Assuming Institution under this Agreement.

5.2. Certain Agreements Related to Deposits . Except as may be modified pursuant to Section 2.2, the Assuming Institution agrees to honor the terms and conditions of any written escrow or mortgage servicing agreement or other similar agreement relating to a Deposit liability assumed by the Assuming Institution pursuant to this Agreement.

5.3. Notice to Depositors .

(a) Assumption of Deposits . Within seven (7) days after the Bank Closing Date, the Assuming Institution shall give notice by mail to each depositor of the Failed Bank of

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

(i) the assumption of the Deposit liabilities of the Failed Bank, and (ii) the procedures to claim Deposits (the Receiver shall provide item (ii) to Assuming Institution). The Assuming Institution shall also publish notice of its assumption of the Deposit liabilities of the Failed Bank in a newspaper of general circulation in the county or counties in which the Failed Bank was located.

(b) Notice to Depositors . Within seven (7) days after the Bank Closing Date,

the Assuming Institution shall give notices by mail to each depositor of the Failed Bank, as required under Section 2.2.

different from those fees formerly charged by the Failed Bank, the Assuming Institution shall include its fee schedule in its mailed notice.

(d) Approval of Notices and Publications . The Assuming Institution shall

obtain approval of all notices and publications required by this Section 5.3 from counsel for the Receiver prior to mailing or publication.

ARTICLE VI. RECORDS.

6.1. Transfer of Records . In accordance with Sections 2.1 and 3.1, the Receiver assigns, transfers, conveys and delivers to the Assuming Institution, whether located on Bank Premises occupied or not occupied by the Assuming Institution or at any other location, any and all Records of the Failed Bank, other than the following:

(a) Records pertaining to former employees of the Failed Bank who were no longer employed by the Failed Bank as of the Bank Closing Date and Records pertaining to employees of the Failed Bank who were employed by the Failed Bank as of the Bank Closing Date and for whom the Receiver is unable to obtain a waiver to release such Records to the Assuming Institution;

(b) Records pertaining to (i) any asset or liability of the Failed Bank retained by the Receiver, or (ii) any asset of the Failed Bank acquired by the Receiver pursuant to this Agreement; and

6.2. Transfer of Assigned Records . The Receiver shall transfer to the Assuming Institution all Records described in Section 6.1 as soon as practicable on or after the date of this Agreement.

6.3. Preservation of Records .

(a) Assuming Institution Records Retention . The Assuming Institution agrees that it will preserve and maintain for the joint benefit of the Receiver, the Corporation and the Assuming Institution, all Records of which it has custody. The Assuming Institution shall have the primary responsibility to respond to subpoenas, discovery requests, and other similar official inquiries and customer requests for lien releases with respect to the Records of which it has custody. With respect to its obligations under this Section 6.3 regarding Electronically Stored Information, the Assuming Institution will complete the Data Retention

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

Catalog attached hereto as Schedule 6.3 and submit it to the Receiver within thirty (30) days following the Bank Closing Date.

(b) Destruction of Certain Records . With regard to all Records of which it has custody which are at least ten (10) years old as of the date of the appointment of the Receiver, the Assuming Institution agrees to request written permission to destroy such records by submitting a written request to destroy, specifying precisely which records are included in the request, to DRR— Records Manager, CServiceFDICDAL@FDIC.gov.

(c) Destruction of Records After Six Years . With regard to all Records of which it has custody which have been maintained in the custody of the Assuming Institution after six (6) years from the date of the appointment of the Receiver, the Assuming Institution agrees to request written permission to destroy such records by submitting a written request to destroy, specifying precisely which records are included in the request, to DRR— Records Manager, CServiceFDICDAL@FDIC.gov.

6.4. Access to Records; Copies . The Assuming Institution agrees to permit the Receiver and the Corporation access to all Records of which the Assuming Institution has custody, and to use, inspect, make extracts from or request copies of any such Records in the manner and to the extent requested, and to duplicate, in the discretion of the Receiver or the Corporation, any Record pertaining to Deposit account relationships; provided that in the event that the Failed Bank maintained one or more duplicate copies of such Records, the Assuming Institution hereby assigns, transfers, and conveys to the Corporation one such duplicate copy of each such Record without cost to the Corporation, and agrees to deliver to the Corporation all Records assigned and transferred to the Corporation under this Article VI as soon as practicable on or after the date of this Agreement. The party requesting a copy of any Record shall bear the cost (based on standard accepted industry charges to the extent applicable, as determined by the Receiver) for providing such duplicate Records. A copy of each Record requested shall be provided as soon as practicable by the party having custody thereof.

6.5. Right of Receiver or Corporation to Audit . The Receiver or the Corporation, their respective agents, contractors and employees, may (but are not required to) perform an audit to determine the Assuming Institution’s compliance with this Agreement at any time, by providing not less than ten (10) Business Days prior notice. The scope and duration of any such audit shall be at the discretion of the Receiver or the Corporation, as the case may be. The Receiver or the Corporation, as the case may be, shall bear the expense of any such audit. In the event that any corrections are necessary as a result of such an audit, the Assuming Institution and the Receiver shall make such accounting adjustments, payments and withholdings as may be necessary to give retroactive effect to such corrections.

ARTICLE VII. BID; INITIAL PAYMENT .

The Assuming Institution has submitted to the Receiver a Deposit premium bid of 0% and an Asset discount bid of Fifty Four Million Nine Hundred Seventy Five Thousand Dollars ($54,975,000.00) (the “ Bid Amount ”). The Deposit premium bid will be applied to the total of all Assumed Deposits except for brokered, CDARS ® , and any market place or similar subscription services Deposits as reflected on Schedule 7. On the Payment Date, the Assuming Institution will pay to the Corporation, or the Corporation will pay to the Assuming Institution, as the case may be, the Initial Payment, together with interest on such amount (if the Payment Date is not the day following the Bank Closing Date) from and including the day following the

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

Bank Closing Date to and including the day preceding the Payment Date at the Settlement Interest Rate.

ARTICLE VIII. ADJUSTMENTS.

8.1. Pro Forma Statement . The Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information then available, shall provide to the Assuming Institution a Pro Forma statement reflecting any adjustments of such liabilities and assets as may be necessary. Such Pro Forma statement shall take into account, to the extent possible, (a) liabilities and assets of a nature similar to those contemplated by Section 2.1 or Section 3.1, respectively, which on the Bank Closing Date were carried in the Failed Bank’s suspense accounts, (b) accruals as of the Bank Closing Date for all income related to the assets and business of the Failed Bank acquired by the Assuming Institution hereunder, whether or not such accruals were reflected on the Failed Bank Records in the normal course of its operations, and (c) adjustments to determine the Book Value of any investment in an Acquired Subsidiary and related accounts on the “bank only” (unconsolidated) balance sheet of the Failed Bank based on the equity method of accounting, whether or not the Failed Bank used the equity method of accounting for investments in subsidiaries, except that the resulting amount cannot be less than the Acquired Subsidiary’s recorded equity as of the Bank Closing Date as reflected on the Failed Bank Records of the Acquired Subsidiary. Any Asset purchased by the Assuming Institution pursuant to Section 3.1 which the Failed Bank partially or wholly charged off during the period beginning the day after the Bid Valuation Date to the date of the Bank Closing Date shall be deemed not to be charged off for the purposes of the Pro Forma statement, and the purchase price shall be determined pursuant to Section 3.2.

8.2. Correction of Errors and Omissions; Other Liabilities .

(a) Adjustments to Correct Errors . In the event any bookkeeping omissions or errors are discovered in preparing any Pro Forma statement or in completing the transfers and assumptions contemplated hereby, the parties hereto agree to correct such errors and omissions, it being understood that, as far as practicable, all adjustments will be made consistent with the judgments, methods, policies or accounting principles utilized by the Failed Bank in preparing and maintaining Failed Bank Records, except that adjustments made pursuant to this Section 8.2(a) are not intended to bring the Failed Bank Records into accordance with generally accepted accounting principles.

(b) Receiver’s Rights Regarding Other Liabilities . If the Receiver discovers at any time subsequent to the date of this Agreement that any claim exists against the Failed Bank which is of such a nature that it would have been included in the liabilities assumed under Article II had the existence of such claim or the facts giving rise thereto been known as of the Bank Closing Date, the Receiver may, in its discretion, at any time, require that such claim be assumed by the Assuming Institution in a manner consistent with the intent of this Agreement. The Receiver will make appropriate adjustments to the Pro Forma statement provided by the Receiver to the Assuming Institution pursuant to Section 8.1 as may be necessary.

8.3. Payments . The Receiver agrees to cause to be paid to the Assuming Institution, or the Assuming Institution agrees to pay to the Receiver, as the case may be, on the Settlement Date, a payment in an amount which reflects net adjustments (including any costs, expenses and fees associated with determinations of value as provided in this Agreement) made pursuant to Section 8.1 or Section 8.2, plus interest as provided in Section 8.4. The Receiver and the

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

Assuming Institution agree to effect on the Settlement Date any further transfer of assets to or assumption of liabilities or claims by the Assuming Institution as may be necessary in accordance with Section 8.1 or Section 8.2.

8.4. Interest . Any amounts paid under Section 8.3 or Section 8.5 shall bear interest for the period from and including the day following the Bank Closing Date to and including the day preceding the payment at the Settlement Interest Rate.

8.5. Subsequent Adjustments . In the event that the Assuming Institution or the Receiver discovers any errors or omissions as contemplated by Section 8.2 or any error with respect to the payment made under Section 8.3 after the Settlement Date, the Assuming Institution and the Receiver agree to promptly correct any such errors or omissions, make any payments and effect any transfers or assumptions as may be necessary to reflect any such correction plus interest as provided in Section 8.4.

ARTICLE IX. CONTINUING COOPERATION .

9.1. General Matters . The parties hereto will, in good faith and with their best efforts, cooperate with each other to carry out the transactions contemplated by this Agreement and to effect the purposes hereof.

9.2. Additional Title Documents . The Receiver, the Corporation and the Assuming Institution each shall, at any time, and from time to time, upon the request of any party hereto, execute and deliver such additional instruments and documents of conveyance as shall be reasonably necessary to vest in the appropriate party its full legal or equitable title in and to the property transferred pursuant to this Agreement or to be transferred in accordance herewith. The Assuming Institution shall prepare such instruments and documents of conveyance (in form and substance satisfactory to the Receiver) as shall be necessary to vest title to the Assets in the Assuming Institution. The Assuming Institution shall be responsible for recording such instruments and documents of conveyance at its own expense.

9.3. Claims and Suits .

(a) Defense and Settlement . The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Institution with respect to which the Receiver has indemnified the Assuming Institution in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Institution with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Agreement, or which existed against the Failed Bank on or before the Bank Closing Date. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Institution with respect to any of its obligations under this Agreement.

(b) Removal of Actions . In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder of the Corporation as co-plaintiff, any action with

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver.

9.4. Payment of Deposits . In the event any depositor does not accept the obligation of the Assuming Institution to pay any Deposit liability of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement and asserts a claim against the Receiver for all or any portion of any such Deposit liability, the Assuming Institution agrees on demand to provide to the Receiver funds sufficient to pay such claim in an amount not in excess of the Deposit liability reflected on the books of the Assuming Institution at the time such claim is made. Upon payment by the Assuming Institution to the Receiver of such amount, the Assuming Institution shall be discharged from any further obligation under this Agreement to pay to any such depositor the amount of such Deposit liability paid to the Receiver.

9.5. Withheld Payments . At any time, the Receiver or the Corporation may, in its discretion, determine that all or any portion of any deposit balance assumed by the Assuming Institution pursuant to this Agreement does not constitute a “Deposit” (or otherwise, in its discretion, determine that it is the best interest of the Receiver or Corporation to withhold all or any portion of any deposit), and may direct the Assuming Institution to withhold payment of all or any portion of any such deposit balance. Upon such direction, the Assuming Institution agrees to hold such deposit and not to make any payment of such deposit balance to or on behalf of the depositor, or to itself, whether by way of transfer, set-off or otherwise. The Assuming Institution agrees to maintain the “withheld payment” status of any such deposit balance until directed in writing by the Receiver or the Corporation as to its disposition. At the direction of the Receiver or the Corporation, the Assuming Institution shall return all or any portion of such deposit balance to the Receiver or the Corporation, as appropriate, and thereupon the Assuming Institution shall be discharged from any further liability to such depositor with respect to such returned deposit balance. If such deposit balance has been paid to the depositor prior to a demand for return by the Corporation or the Receiver, and payment of such deposit balance had not been previously withheld pursuant to this Section 9.5, the Assuming Institution shall not be obligated to return such deposit balance to the Receiver or the Corporation. The Assuming Institution shall be obligated to reimburse the Corporation or the Receiver, as the case may be, for the amount of any deposit balance or portion thereof paid by the Assuming Institution in contravention of any previous direction to withhold payment of such deposit balance or return such deposit balance the payment of which was withheld pursuant to this Section 9.5.

9.6. Proceedings with Respect to Certain Assets and Liabilities .

(a) Cooperation by Assuming Institution . In connection with any investigation, proceeding or other matter with respect to any asset or liability of the Failed Bank retained by the Receiver, or any asset of the Failed Bank acquired by the Receiver pursuant to this Agreement, the Assuming Institution shall cooperate to the extent reasonably required by the Receiver.

(b) Access to Records . In addition to its obligations under Section 6.4, the Assuming Institution shall provide representatives of the Receiver access at reasonable times and locations without other limitation or qualification to (i) its directors, officers, employees and agents and those of the Acquired Subsidiaries, and (ii) its books and Records, the books and Records of such Acquired Subsidiaries and all Credit Files, and copies thereof. Copies of books, Records and Credit Files shall be provided by the Assuming Institution as requested by the Receiver and the costs of duplication thereof shall be borne by the Receiver.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

(c) Loan Documents . Not later than ten (10) days after the Put Notice pursuant to Section 3.4 or the date of the notice of transfer of any Loan by the Assuming Institution to the Receiver pursuant to Section 3.6, the Assuming Institution shall deliver to the Receiver such documents with respect to such Loan as the Receiver may request, including without limitation the following: (i) all related Credit Documents (other than certificates, notices and other ancillary documents), (ii) a certificate setting forth the principal amount on the date of the transfer and the amount of interest, fees and other charges then accrued and unpaid thereon, and any restrictions on transfer to which any such Loan is subject, and (iii) all Credit Files, and all documents, microfiche, microfilm and computer records (including but not limited to magnetic tape, disc storage, card forms and printed copy) maintained by, owned by, or in the possession of the Assuming Institution or any Affiliate of the Assuming Institution relating to the transferred Loan.

9.7. Information . The Assuming Institution promptly shall provide to the Corporation such other information, including financial statements and computations, relating to the performance of the provisions of this Agreement as the Corporation or the Receiver may request from time to time, and, at the request of the Receiver, make available employees of the Failed Bank employed or retained by the Assuming Institution to assist in preparation of the Pro Forma statement pursuant to Section 8.1.

9.8. Tax Ruling . The Assuming Institution shall not at any time, without the Corporation’s prior consent, seek a private letter ruling or other determination from the Internal Revenue Service or otherwise seek to qualify for any special tax treatment or benefits associated with any payments made by the Receiver or Corporation pursuant to this Agreement.

ARTICLE X. CONDITION PRECEDENT .

The obligations of the parties to this Agreement are subject to the Receiver and the Corporation having received at or before the Bank Closing Date evidence reasonably satisfactory to each of any necessary approval, waiver, or other action by any governmental authority, the board of directors of the Assuming Institution, or other third party, with respect to this Agreement and the transactions contemplated hereby, the closing of the Failed Bank and the appointment of the Receiver, the chartering of the Assuming Institution, and any agreements, documents, matters or proceedings contemplated hereby or thereby.

ARTICLE XI. REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION .

The Assuming Institution represents and warrants to the Corporation and the Receiver as follows:

11.1. Corporate Existence and Authority . The Assuming Institution (a) is duly organized, validly existing and in good standing under the laws of its Chartering Authority and has full power and authority to own and operate its properties and to conduct its business as now conducted by it, and (b) has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Assuming Institution has taken all necessary corporate (or other applicable governance) action to authorize the execution, delivery and performance of this Agreement and the performance of the transactions contemplated hereby.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

11.2. Third Party Consents . No governmental authority or other third party consents (including but not limited to approvals, licenses, registrations or declarations) are required in connection with the execution, delivery or performance by the Assuming Institution of this Agreement, other than such consents as have been duly obtained and are in full force and effect.

11.3. Execution and Enforceability . This Agreement has been duly executed and delivered by the Assuming Institution and when this Agreement has been duly authorized, executed and delivered by the Corporation and the Receiver, this Agreement will constitute the legal, valid and binding obligation of the Assuming Institution, enforceable in accordance with its terms.

11.4. Compliance with Law .

(a) No Violations . Neither the Assuming Institution nor any of its Subsidiaries is in violation of any statute, regulation, order, decision, judgment or decree of, or any restriction imposed by, the United States of America, any State, municipality or other political subdivision or any agency of any of the foregoing, or any court or other tribunal having jurisdiction over the Assuming Institution or any of its Subsidiaries or any assets of any such Person, or any foreign government or agency thereof having such jurisdiction, with respect to the conduct of the business of the Assuming Institution or of any of its Subsidiaries, or the ownership of the properties of the Assuming Institution or any of its Subsidiaries, which, either individually or in the aggregate with all other such violations, would materially and adversely affect the business, operations or condition (financial or otherwise) of the Assuming Institution or the ability of the Assuming Institution to perform, satisfy or observe any obligation or condition under this Agreement.

(b) No Conflict . Neither the execution and delivery nor the performance by the Assuming Institution of this Agreement will result in any violation by the Assuming Institution of, or be in conflict with, any provision of any applicable law or regulation, or any order, writ or decree of any court or governmental authority.

11.5. Insured or Guaranteed Loans . If any Loans being transferred pursuant to this Agreement are insured or guaranteed by any department or agency of any governmental unit, federal, state or local, Assuming Institution represents that Assuming Institution has been approved by such agency and is an approved lender or mortgagee, as appropriate, if such approval is required. The Assuming Institution further assumes full responsibility for determining whether or not such insurance or guarantees are in full force and effect on the date of this Agreement and with respect to those Loans whose insurance or guaranty is in full force and effect on the date of this Agreement, Assuming Institution assumes full responsibility for doing all things necessary to insure such insurance or guarantees remain in full force and effect. Assuming Institution agrees to assume all of the obligations under the contract(s) of insurance or guaranty and agrees to cooperate with the Receiver where necessary to complete forms required by the insuring or guaranteeing department or agency to effect or complete the transfer to Assuming Institution.

11.6. Representations Remain True . The Assuming Institution represents and warrants that it has executed and delivered to the Corporation a Purchaser Eligibility Certification and Confidentiality Agreement and that all information provided and representations made by or on behalf of the Assuming Institution in connection with this Agreement and the transactions contemplated hereby, including, but not limited to, the Purchaser

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

Eligibility Certification and Confidentiality Agreement (which are affirmed and ratified hereby) are and remain true and correct in all material respects and do not fail to state any fact required to make the information contained therein not misleading.

11.7. No Reliance; Independent Advice . The Assuming Institution is not relying on the Receiver or the Corporation for any business, legal, tax, accounting, investment or other advice in connection with this Agreement and the Exhibits hereto and documents delivered in connection with the foregoing, and has had adequate opportunity to consult with advisors of its choice in connection therewith.

ARTICLE XII. INDEMNIFICATION .

12.1. Indemnification of Indemnitees . From and after the Bank Closing Date and subject to the limitations set forth in this Section 12.1 and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys’ fees) incurred prior to the assumption of defense by the Receiver pursuant to Section 12.2(d), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which indemnification is provided:

(a) hereunder in this Section 12.1, subject to certain exclusions as provided in Section 12.1(b):

	(i) claims based on the rights of any shareholder or former shareholder as such of (A) the Failed Bank, or (B) any Subsidiary or Affiliate of the Failed Bank;
	(ii) claims based on the rights of any creditor as such of the Failed Bank, or any creditor as such of any director, officer, employee or agent of the Failed Bank, with respect to any indebtedness or other obligation of the Failed Bank arising prior to the Bank Closing Date;
	(iii) claims based on the rights of any present or former director, officer, employee or agent as such of the Failed Bank or of any Subsidiary or Affiliate of the Failed Bank;
	(iv) claims based on any action or inaction prior to the Bank Closing Date of the Failed Bank, its directors, officers, employees or agents as such, or any Subsidiary or Affiliate of the Failed Bank, or the directors, officers, employees or agents as such of such Subsidiary or Affiliate;
	(v) claims based on any malfeasance, misfeasance or nonfeasance of the Failed Bank, its directors, officers, employees or agents with respect to the trust business of the Failed Bank, if any;
	(vi) claims based on any failure or alleged failure (not in violation of law) by the Assuming Institution to continue to perform any service or activity previously performed by the Failed Bank which the Assuming Institution is not required to perform

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

	pursuant to this Agreement or which arise under any contract to which the Failed Bank was a party which the Assuming Institution elected not to assume in accordance with this Agreement and which neither the Assuming Institution nor any Subsidiary or Affiliate of the Assuming Institution has assumed subsequent to the execution hereof;
	(vii) claims arising from any action or inaction of any Indemnitee, including for purposes of this Section 12.1(a)(vii) the former officers or employees of the Failed Bank or of any Subsidiary or Affiliate of the Failed Bank that is taken upon the specific written direction of the Corporation or the Receiver, other than any action or inaction taken in a manner constituting bad faith, gross negligence or willful misconduct; and
	(viii) claims based on the rights of any depositor of the Failed Bank whose deposit has been accorded “withheld payment” status and/or returned to the Receiver or Corporation in accordance with Section 9.5 and/or has become an “unclaimed deposit” or has been returned to the Corporation or the Receiver in accordance with Section 2.3;

(b) provided that with respect to this Agreement, except for Section 12.1(a)(vii) and (viii), no indemnification will be provided under this Agreement for any:

	(i) judgment or fine against, or any amount paid in settlement (without the written approval of the Receiver) by, any Indemnitee in connection with any action that seeks damages against any Indemnitee (a “Counterclaim”) arising with respect to any Asset and based on any action or inaction of either the Failed Bank, its directors, officers, employees or agents as such prior to the Bank Closing Date, unless any such judgment, fine or amount paid in settlement exceeds the greater of (A) the Repurchase Price of such Asset, or (B) the monetary recovery sought on such Asset by the Assuming Institution in the cause of action from which the Counterclaim arises; and in such event the Receiver will provide indemnification only in the amount of such excess; and no indemnification will be provided for any costs or expenses other than any costs or expenses (including attorneys’ fees) which, in the determination of the Receiver, have been actually and reasonably incurred by such Indemnitee in connection with the defense of any such Counterclaim; and it is expressly agreed that the Receiver reserves the right to intervene, in its discretion, on its behalf and/or on behalf of the Receiver, in the defense of any such Counterclaim;
	(ii) claims with respect to any liability or obligation of the Failed Bank that is expressly assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution;
	(iii) claims with respect to any liability of the Failed Bank to any present or former employee as such of the Failed Bank or of any Subsidiary or Affiliate of the Failed Bank, which liability is expressly assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution;
	(iv) claims based on the failure of any Indemnitee to seek recovery of damages from the Receiver for any claims based upon any action or inaction of the Failed

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

	Bank, its directors, officers, employees or agents as fiduciary, agent or custodian prior to the Bank Closing Date;
	(v) claims based on any violation or alleged violation by any Indemnitee of the antitrust, branching, banking or bank holding company or securities laws of the United States of America or any State thereof;
	(vi) claims based on the rights of any present or former creditor, customer, or supplier as such of the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution;
	(vii) claims based on the rights of any present or former shareholder as such of the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution regardless of whether any such present or former shareholder is also a present or former shareholder of the Failed Bank;
	(viii) claims, if the Receiver determines that the effect of providing such indemnification would be to (A) expand or alter the provisions of any warranty or disclaimer thereof provided in Section 3.3 or any other provision of this Agreement, or (B) create any warranty not expressly provided under this Agreement;
	(ix) claims which could have been enforced against any Indemnitee had the Assuming Institution not entered into this Agreement;
	(x) claims based on any liability for taxes or fees assessed with respect to the consummation of the transactions contemplated by this Agreement, including without limitation any subsequent transfer of any Assets or Liabilities Assumed to any Subsidiary or Affiliate of the Assuming Institution;
	(xi) except as expressly provided in this Article XII, claims based on any action or inaction of any Indemnitee, and nothing in this Agreement shall be construed to provide indemnification for (i) the Failed Bank, (ii) any Subsidiary or Affiliate of the Failed Bank, or (iii) any present or former director, officer, employee or agent of the Failed Bank or its Subsidiaries or Affiliates; provided that the Receiver, in its sole and absolute discretion, may provide indemnification hereunder for any present or former director, officer, employee or agent of the Failed Bank or its Subsidiaries or Affiliates who is also or becomes a director, officer, employee or agent of the Assuming Institution or its Subsidiaries or Affiliates;
	(xii) claims or actions which constitute a breach by the Assuming Institution of the representations and warranties contained in Article XI;
	(xiii) claims arising out of or relating to the condition of or generated by an Asset arising from or relating to the presence, storage or release of any hazardous or toxic substance, or any pollutant or contaminant, or condition of such Asset which violate any applicable Federal, State or local law or regulation concerning environmental protection; and
	(xiv) claims based on, related to or arising from any asset, including a loan, acquired or liability assumed by the Assuming Institution, other than pursuant to this Agreement.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

12.2. Conditions Precedent to Indemnification . It shall be a condition precedent to the obligation of the Receiver to indemnify any Person pursuant to this Article XII that such Person shall, with respect to any claim made or threatened against such Person for which such Person is or may be entitled to indemnification hereunder:

(a) give written notice to the Regional Counsel (Litigation Branch) of the Corporation in the manner and at the address provided in Section 13.6 of such claim as soon as practicable after such claim is made or threatened; provided that notice must be given on or before the date which is six (6) years from the date of this Agreement;

(b) provide to the Receiver such information and cooperation with respect to such claim as the Receiver may reasonably require;

(c) cooperate and take all steps, as the Receiver may reasonably require, to preserve and protect any defense to such claim;

(d) in the event suit is brought with respect to such claim, upon reasonable prior notice, afford to the Receiver the right, which the Receiver may exercise in its sole and absolute discretion, to conduct the investigation, control the defense and effect settlement of such claim, including without limitation the right to designate counsel and to control all negotiations, litigation, arbitration, settlements, compromises and appeals of any such claim, all of which shall be at the expense of the Receiver; provided that the Receiver shall have notified the Person claiming indemnification in writing that such claim is a claim with respect to which such Person is entitled to indemnification under this Article XII;

(e) not incur any costs or expenses in connection with any response or suit with respect to such claim, unless such costs or expenses were incurred upon the written direction of the Receiver; provided that the Receiver shall not be obligated to reimburse the amount of any such costs or expenses unless such costs or expenses were incurred upon the written direction of the Receiver;

(f) not release or settle such claim or make any payment or admission with respect thereto, unless the Receiver consents thereto; provided that the Receiver shall not be obligated to reimburse the amount of any such settlement or payment unless such settlement or payment was effected upon the written direction of the Receiver; and

(g) take such reasonable action as the Receiver may request in writing as necessary to preserve, protect or enforce the rights of the Indemnitee against any Primary Indemnitor.

12.3. No Additional Warranty . Nothing in this Article XII shall be construed or deemed to (a) expand or otherwise alter any warranty or disclaimer thereof provided under Section 3.3 or any other provision of this Agreement with respect to, among other matters, the title, value, collectability, genuineness, enforceability, documentation, condition or freedom from liens or encumbrances, of any (i) Asset, or (ii) asset of the Failed Bank purchased by the Assuming Institution subsequent to the execution of this Agreement by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, or (b) create any warranty not expressly provided under this Agreement with respect thereto.

12.4. Indemnification of Receiver and Corporation . From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any of the following:

(a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii);

(b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and

(c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.

12.5. Obligations Supplemental . The obligations of the Receiver, and the Corporation as guarantor in accordance with Section 12.7, to provide indemnification under this Article XII are to supplement any amount payable by any Primary Indemnitor to the Person indemnified under this Article XII. Consistent with that intent, the Receiver agrees only to make payments pursuant to such indemnification to the extent not payable by a Primary Indemnitor. If the aggregate amount of payments by the Receiver, or the Corporation as guarantor in accordance with Section 12.7, and all Primary Indemnitors with respect to any item of indemnification under this Article XII exceeds the amount payable with respect to such item, such Person being indemnified shall notify the Receiver thereof and, upon the request of the Receiver, shall promptly pay to the Receiver, or the Corporation as appropriate, the amount of the Receiver’s (or Corporation’s) payments to the extent of such excess.

12.6. Criminal Claims . Notwithstanding any provision of this Article XII to the contrary, in the event that any Person being indemnified under this Article XII shall become involved in any criminal action, suit or proceeding, whether judicial, administrative or investigative, the Receiver shall have no obligation hereunder to indemnify such Person for liability with respect to any criminal act or to the extent any costs or expenses are attributable to the defense against the allegation of any criminal act, unless (a) the Person is successful on the merits or otherwise in the defense against any such action, suit or proceeding, or (b) such action, suit or proceeding is terminated without the imposition of liability on such Person.

12.7. Limited Guaranty of the Corporation . The Corporation hereby guarantees performance of the Receiver’s obligation to indemnify the Assuming Institution as set forth in this Article XII. It is a condition to the Corporation’s obligation hereunder that the Assuming Institution shall comply in all respects with the applicable provisions of this Article XII. The Corporation shall be liable hereunder only for such amounts, if any, as the Receiver is obligated to pay under the terms of this Article XII but shall fail to pay. Except as otherwise provided above in this Section 12.7, nothing in this Article XII is intended or shall be construed to create any liability or obligation on the part of the Corporation, the United States of America or any

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

department or agency thereof under or with respect to this Article XII, or any provision hereof, it being the intention of the parties hereto that the obligations undertaken by the Receiver under this Article XII are the sole and exclusive responsibility of the Receiver and no other Person or entity.

12.8. Subrogation . Upon payment by the Receiver, or the Corporation as guarantor in accordance with Section 12.7, to any Indemnitee for any claims indemnified by the Receiver under this Article XII, the Receiver, or the Corporation as appropriate, shall become subrogated to all rights of the Indemnitee against any other Person to the extent of such payment.

ARTICLE XIII. MISCELLANEOUS.

13.1. Costs, Fees, and Expenses . All fees, costs and expenses incurred by a party in connection with this Agreement (including the performance of any obligations or the exercise of any rights hereunder) shall be borne by such party unless expressly otherwise provided; provided that the Assuming Institution shall pay all fees, costs and expenses (other than attorneys’ fees incurred by the Receiver) incurred in connection with the transfer to it of any Assets or Liabilities Assumed hereunder or in accordance herewith. Further, the Assuming Institution shall be responsible for the payment of MFRS routine transaction charges.

13.2. WAIVER OF JURY TRIAL . EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

13.3. Consent; Determination or Discretion . When the consent or approval of a party is required under this Agreement, such consent or approval shall be obtained in writing and unless expressly otherwise provided, shall not be unreasonably withheld or delayed. When a determination or decision is to be made by a party under this Agreement, that party shall make such determination or decision in its reasonable discretion unless expressly otherwise provided.

13.4. Rights Cumulative . Except as expressly otherwise provided herein, the rights of each of the parties under this Agreement are cumulative, may be exercised as often as any party considers appropriate and are in addition to each such party’s rights under this Agreement, any of the agreements related thereto or under applicable law. Any failure to exercise or any delay in exercising any of such rights, or any partial or defective exercise of such rights, shall not operate as a waiver or variation of that or any other such right, unless expressly otherwise provided.

13.5. References . References in this Agreement to Recitals, Articles, Sections, Schedules and Exhibits are to Recitals, Articles, Sections, Schedules and Exhibits of this Agreement, respectively, unless the context indicates that a Shared-Loss Agreement is intended. References to parties are to the parties to this Agreement. Unless expressly otherwise provided, references to days and months are to calendar days and months respectively. Article and Section headings are for convenient reference and shall not affect the meaning of this Agreement. References to the singular shall include the plural, as the context may require, and vice versa .

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

13.6. Notice .

(a) Form of Notices . All notices shall be given in writing and provided in accordance with the provisions of this Section 13.6, unless expressly otherwise provided.

(b) Notice to the Receiver or the Corporation . With respect to a notice under this Agreement:

Federal Deposit Insurance Corporation

1601 Bryan Street

Dallas, Texas 75201-3430

Attention: Settlement Agent

In addition, with respect to notices under Section 4.6, with a copy to:

BankPremiseNoticefdic.gov

In addition, with respect to notice under Article XII:

Federal Deposit Insurance Corporation 1601 Bryan Street

Dallas, Texas 75201-3430

Regional Counsel (Litigation Branch)

In addition, with respect to communications under Exhibit 4.13, a copy to:

GGodwin@fdic.gov

Federal Deposit Insurance Corporation

1601 Bryan Street, Room 16022

Dallas, Texas 75201-3430

Attention: Gregory Godwin, Interim Servicing Manager

Great Southern Bank

218 South Glenstone

Springfield, Missouri 65802

Attention: Bryan S. Tiede

with a copy to: Douglas Marrs

13.7. Entire Agreement . This Agreement and the Shared-Loss Agreements, if any, including the Schedules and Exhibits hereto and thereto, embody the entire agreement of the parties hereto in relation to the subject matter herein and supersede all prior understandings or agreements, oral or written, between the parties.

13.8. Counterparts . This Agreement may be executed in any number of counterparts and by the duly authorized representative of a different party hereto on separate counterparts,

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement.

13.9. GOVERNING LAW . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED STATES OF AMERICA, AND IN THE ABSENCE OF CONTROLLING FEDERAL LAW, IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE MAIN OFFICE OF THE FAILED BANK IS LOCATED.

13.10. Successors . All terms and conditions of this Agreement shall be binding on the successors and assigns of the Receiver, the Corporation and the Assuming Institution. Nothing expressed or referred to in this Agreement is intended or shall be construed to give any Person other than the Receiver, the Corporation and the Assuming Institution any legal or equitable right, remedy or claim under or with respect to this Agreement or any provisions contained herein, it being the intention of the parties hereto that this Agreement, the obligations and statements of responsibilities hereunder, and all other conditions and provisions hereof are for the sole and exclusive benefit of the Receiver, the Corporation and the Assuming Institution and for the benefit of no other Person.

13.11. Modification . No amendment or other modification, rescission or release of any part of this Agreement or a Shared-Loss Agreement, if any, shall be effective except pursuant to a written agreement subscribed by the duly authorized representatives of the parties.

13.12. Manner of Payment . All payments due under this Agreement shall be in lawful money of the United States of America in immediately available funds as each party hereto may specify to the other parties; provided that in the event the Receiver or the Corporation is obligated to make any payment hereunder in the amount of $25,000.00 or less, such payment may be made by check.

13.13. Waiver. Each of the Receiver , the Corporation and the Assuming Institution may waive its respective rights, powers or privileges under this Agreement; provided that such waiver shall be in writing; and further provided that no failure or delay on the part of the Receiver, the Corporation or the Assuming Institution to exercise any right, power or privilege under this Agreement shall operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege by the Receiver, the Corporation or the Assuming Institution under this Agreement, nor will any such waiver operate or be construed as a future waiver of such right, power or privilege under this Agreement.

13.14. Severability . If any provision of this Agreement is declared invalid or unenforceable, then, to the extent possible, all of the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon the parties hereto.

13.15. Term of Agreement . This Agreement shall continue in full force and effect until the tenth (10th) anniversary of the Bank Closing Date; provided that the provisions of Sections 6.3 and 6.4 shall survive the expiration of the term of this Agreement; and provided further that the receivership of the Failed Bank may be terminated prior to the expiration of the term of this Agreement, and in such event, the guaranty of the Corporation, as provided in and in accordance with the provisions of Section 12.7, shall be in effect for the remainder of the term of

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

this Agreement. Expiration of the term of this Agreement shall not affect any claim or liability of any party with respect to any (a) amount which is owing at the time of such expiration, regardless of when such amount becomes payable, and (b) breach of this Agreement occurring prior to such expiration, regardless of when such breach is discovered.

13.16. Survival of Covenants, Etc . The covenants, representations, and warranties in this Agreement shall survive the execution of this Agreement and the consummation of the transactions contemplated hereunder.

[Signature Page Follows]

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

	FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF SUN SECURITY BANK ELLINGTON, MISSOURI

	BY:	/s/ Steven A. Carr

	NAME:	Steven A. Carr

	TITLE:	Receiver in Charge
Attest:_______________________

	FEDERAL DEPOSIT INSURANCE CORPORATION,

	BY:	/s/ Steven A. Carr

	NAME:	Steven A. Carr

	TITLE:	Attorney in Fact
Attest:_______________________

	GREAT SOUTHERN BANK

	BY:	/s/ Joseph W. Turner

	NAME:	Joseph W. Turner

	TITLE:	President and CEO
Attest:_______________________

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

SCHEDULE 2.1(a)

EXCLUDED DEPOSIT LIABILITY ACCOUNTS

Sun Security Bank does not report deposits associated with the Depository Organization (DO) Cede & Co as Nominee for DTC as of July 20, 2011. If such funds exist at bank closing, they will not pass to the Assuming Bank and are excluded from the transaction as described in section 2.1 of the P&A Agreement. A schedule will be updated post closing with data as of the Bank Closing date if such DO accounts are determined to exist at that time.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

SCHEDULE 3.2

PURCHASE PRICE OF ASSETS OR ANY OTHER ASSETS

(a)	cash and receivables from depository institutions, including cash items in the process of collection, plus interest thereon:	Book Value

(b)	securities (exclusive of the capital stock of Acquired Subsidiaries and FHLB stock), plus interest thereon:	As provided in Section 3.2(b)

(c)	federal funds sold and repurchase agreements, if any, including interest thereon:	Book Value

(d)	Loans:	Book Value

(e)	credit card business:	Book Value

(f)	safe deposit business, safekeeping business and trust business, if any:	Book Value

(g)	Records and other documents:	Book Value

(h)	Other Real Estate:	Book Value

(i)	boats, motor vehicles, aircraft, trailers, fire arms, and other repossessed collateral	Book Value

(j)	capital stock of any Acquired Subsidiaries(subject to Section 3 2(b), and FHLB stock:	Book Value

(k)	amounts owed to the Failed Bank by any Acquired Subsidiaries:	Book Value

(1)	assets securing Deposits of public money, to the extent not otherwise purchased hereunder:	Book Value

(m)	overdrafts of customers:	Book Value

(n)	rights, if any, with respect to Qualified Financial Contracts:	As provided in Section 3.2(c)

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

(o)	rights of the Failed Bank to have mortgage servicing provided to the Failed Bank by others and related contracts:	Book Value


(q)	Personal Computers and Owned Data Management Equipment:	Fair Market Value

(r)	Safe Deposit Boxes	Fair Market Value

Assets subject to an option to purchase:

(a)	Bank Premises:	Fair Market Value
(b)	Furniture and Equipment:	Fair Market Value
(c)	Fixtures:	Fair Market Value
(d)	Other Equipment:	Fair Market Value
(e)	Specialty Assets	Fair Market Value

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

SCHEDULE 3.5(1)

EXCLUDED SECURITIES

CUSIP	ASSET NAME/DESCRIPTION	BOOK VALUE

		$ 5,305,318.97

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

FDIC_Acquirer_Data_Retention_Catalog_v2.0

FDIC Data Management Services (DMS)

Acquirer Data Retention Catalog

Version 2.0

Failed Institution

Name

Data Center Address

Assuming Institution

Name

Address

DRC Preparation Date

DRC Preparer’s Contact

Name

Designation

Phone

Alternate Contact for Subsequent Data Requests (if different from above)

Name

Phone

Instructions

1. Provide preparer’s contact information and Bank information on the “cover Page” tab.

2. Provide point of contact and desired procedure for data requests on the “Data Request Procedure” Tab.

3. Provide the requested application retention details on “Data Retention” tab of this workbook.

a. Update provided application list with any additional systems that were not included

b. Select the most appropriate value from the drop down list when the list is provided with applicable column.

If you need additional claraification while recording the information, please call Kevin Sheehan (FDIC) at 703-562-2012 or Leslie Bowie (FDIC) at 703-562-6262 . Send the final copy of this document to Leslie Daley LDaley@FDIC.gov.

FDIC Confidential 5/25/2010

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

SCHEDULE 7

Accounts Excluded from Calculation of Deposit Franchise Bid Premium

The accounts identified below will pass to the Assuming Bank (unless otherwise noted). When calculating the premium to be paid on Assumed Deposits in a P&A transaction, the FDIC will exclude the following categories of deposit accounts:

Category	Description	Amount
I	Non- DO Brokered Deposits	$0
II	CDARS	$0
III	Market Place Deposits	$0
	Total deposits excluded from Calculation of premium	$ 0

Category Description

I Brokered Deposits

Brokered deposit accounts are accounts for which the "depositor of record" is an agent, nominee, or custodian who deposits funds for a principal or principals to whom "pass-through" deposit insurance coverage may be extended. The FDIC separates brokered deposit accounts into 2 categories: 1) Depository Organization (DO) Brokered Deposits and 2) Non-Depository Organization (Non-DO) Brokered Deposits. This distinction is made by the FDIC to facilitate our role as Receiver and Insurer. These terms will not appear on other "brokered deposit" reports generated by the institution.

Non-DO Brokered Deposits pass to the Assuming Bank, but are excluded from Assumed Deposits when the deposit premium is calculated. Sun Security Bank did not report any Non-DO Brokered Deposits as of July 20, 2011. This information will be updated post closing with balances (if any) as of Bank Closing date.

DO Brokered Deposits (Cede & Co as Nominee for DTC), are typically excluded from Assumed Deposits in the P&A transaction. A list of these accounts is provided on "Schedule 2.1 DO Brokered Deposit Detail Report". If, however, the terms of a particular transaction are altered and the DO Brokered Deposits pass to the Assuming Bank, they will not be included in Assumed Deposits for purposes of calculating the deposit premium.

II CDARS

CDARS deposits pass to the Assuming Bank, but are excluded from Assumed Deposits when the deposit premium is calculated.

Sun Security Bank did not participate in the CDARS program as of the date of the deposit download. If CDARS deposits are taken between the date of the deposit download and the Bank Closing Date, they will be identified post closing and made part of Schedule 7 to the P&A Agreement.

III Market Place Deposits

"Market Place Deposits" is a description given to deposits that may have been solicited via a money desk, internet subscription service (for example, Qwickrate, CDRateline), or similar programs.

Sun Security Bank did not report Qwickrate or similar deposits as identified above as of July 20, 2011, which is the date of the deposit download. A list will be updated post-closing with balances, if any exist, as of the bank closing date.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

EXHIBIT 2.3A

FINAL LEGAL NOTICE

Claiming Requirements for Deposits

Under 12 U.S.C. 1822(c)

[Date]

[Name of Unclaimed Depositor]

[Address of Unclaimed Depositor]

[Anytown, USA]

Subject: [XXXXX — Name of Bank

City, State] — In Receivership

Dear [Sir/Madam]:

As you may know, on [ Date: Closing Date] , the [Name of Bank ("The Bank")] was closed and the Federal Deposit Insurance Corporation ("FDIC") transferred [The Bank's] accounts to [Name of Acquiring Institution] .

According to federal law under 12 U.S.C., 1822(e), on [Date: eighteen months from the Closing Date] , [Name of Acquiring Institution] must transfer the funds in your account(s) back to the FDIC if you have not claimed your account(s) with [Name of Acquiring Institution] . Based on the records recently supplied to us by [Name of Acquiring Institution] , your account(s) currently fall into this category.

This letter is your formal Legal Notice that you have until [Date: eighteen months from the Closing Date] , to claim or arrange to continue your account(s) with [Name of Acquiring Institution] . There are several ways that you can claim your account(s) at [Name of Acquiring Institution] . It is only necessary for you to take any one of the following actions in order for your account(s) at [Name of Acquiring Institution] to be deemed claimed. In addition, if you have more than one account, your claim to one account will automatically claim all accounts:

Write to [Name of Acquiring Institution] and notify them that you wish to keep your account(s) active with them. Please be sure to include the name of the account(s), the account number(s), the signature of an authorized signer on the account(s), name, and address. [Name of Acquiring Institution] address is:

[123 Main Street

Anytown, USA]

2.	Execute a new signature card on your account(s), enter into a new deposit agreement with [Name of Acquiring Institution] , change the ownership on your account(s), or renegotiate the terms of your certificate of deposit account(s) (if any).

3.	Provide [ Name of Acquiring Institution] with a change of address form.

4.	Make a deposit to or withdrawal from your account(s). This includes writing a check on any account or having an automatic direct deposit credited to or an automatic withdrawal debited from an account.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

If you do not want to continue your account(s) with [Name of Acquiring Institution] for any reason, you can withdraw your funds and close your account(s). Withdrawing funds from one or more of your account(s) satisfies the federal law claiming requirement. If you have time deposits, such as certificates of deposit, [Name of Acquiring Institution] can advise you how to withdraw them without being charged an interest penalty for early withdrawal.

If you do not claim ownership of your account(s) at [Name of Acquiring Institution by Date: eighteen months from the Closing Date] federal law requires [Name of Acquiring Institution] to return your deposits to the FDIC, which will deliver them as unclaimed property to the State indicated in your address in the Failed Institution's records. If your address is outside of the United States, the FDIC will deliver the deposits to the State in which the Failed Institution had its main office. 12 U.S.C. § 1822(e). If the State accepts custody of your deposits, you will have 10 years from the date of delivery to claim your deposits from the State. After 10 years you will be permanently barred from claiming your deposits. However, if the State refuses to take custody of your deposits, you will be able to claim them from the FDIC until the receivership is terminated. If you have not claimed your insured deposits before the receivership is terminated, and a receivership may be terminated at any time, all of your rights in those deposits will be barred.

If you have any questions or concerns about these items, please contact [Bank Employee] at [Name of Acquiring Institution] by phone at [ (XXX) XXX-XXXX].

Sincerely,

[Name of Claims Specialist]

[Title]

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

EXHIBIT 2.3B

AFFIDAVIT OF MAILING

State of

COUNTY OF

I am employed as a [Title of Office] by the [Name of Acquiring Institution]

This will attest that on [Date of mailing], I caused a true and correct copy of the Final Legal Notice, attached hereto, to owners of unclaimed deposits of [Name of Failed Bank], City, State, to be prepared for deposit in the mail of the United States of America on behalf of the Federal Deposit Insurance Corporation. A list of depositors to whom the notice was mailed is attached. This notice was mailed to the depositor's last address as reflected on the books and records of the [Name of Failed Bank] as of the date of failure.

_____________________________________

[Name]

[Title of Office]

[Name of Acquiring Institution]

Subscribed and sworn to before me this __________ day of [Month, Year].

My commission expires:

_____________________________ _______________________________

[Name], Notary Public

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

EXHIBIT 3.2(c)

VALUATION OF CERTAIN

QUALIFIED FINANCIAL CONTRACTS

A.	Scope

	Interest Rate Contracts - All interest rate swaps, forward rate agreements, interest rate futures, caps, collars and floors, whether purchased or written.

	Option Contracts - All put and call option contracts, whether purchased or written, on marketable securities, financial futures, foreign currencies, foreign exchange or foreign exchange futures contracts.

	Foreign Exchange Contracts - All contracts for future purchase or sale of foreign currencies, foreign currency or cross currency swap contracts, or foreign exchange futures contracts.

B.	Exclusions

	All financial contracts used to hedge assets and liabilities that are acquired by the Assuming Institution but are not subject to adjustment from Book Value.

C.	Adjustment

	The difference between the Book Value and market value as of the Bank Closing Date.

D.	Methodology

	1.	The price at which the Assuming Institution sells or disposes of Qualified Financial Contracts will be deemed to be the fair market value of such contracts, if such sale or disposition occurs at prevailing market rates within a predefined timetable as agreed upon by the Assuming Institution and the Receiver.

	2.	In valuing all other Qualified Financial Contracts, the following principles will apply:

		(i)	All known cash flows under swaps or forward exchange contracts shall be present valued to the swap zero coupon interest rate curve.

		(ii)	All valuations shall employ prices and interest rates based on the actual frequency of rate reset or payment.

		(iii)	Each tranche of amortizing contracts shall be separately valued. The total value of such amortizing contract shall be the sum of the values of its component tranches.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

		(iv)	For regularly traded contracts, valuations shall be at the midpoint of the bid and ask prices quoted by customary sources (e.g., The Wall Street Journal, Telerate, Reuters or other similar source) or regularly traded exchanges.

		(v)	For all other Qualified Financial Contracts where published market quotes are unavailable, the adjusted price shall be the average of the bid and ask price quotes from three (3) securities dealers acceptable to the Receiver and Assuming Institution as of the Bank Closing Date. If quotes from securities dealers cannot be obtained, an appraiser acceptable to the Receiver and the Assuming Institution will perform a valuation based on modeling, correlation analysis, interpolation or other techniques, as appropriate.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

EXHIBIT 4.13

INTERIM ASSET SERVICING ARRANGEMENT

This Interim Asset Servicing Arrangement is made pursuant to and as of the date of that certain Purchase and Assumption Agreement (the " Purchase and Assumption Agreement ") among the Receiver, the Assuming Institution and the Corporation, to which this Arrangement is attached. Capitalized terms used and not otherwise defined in this Exhibit 4.13 shall have the meanings assigned to such terms in the Agreement.

(a) With respect to each asset or liability designated from time to time by the Receiver to be serviced by the Assuming Institution pursuant to this Interim Asset Servicing Arrangement (the " Arrangement "), including any assets or liabilities sold or conveyed by the Receiver to any party other than the Assuming Institution (any such party, a "Successor Owner") but with respect to which the Receiver has an obligation to service or provide servicing support (such assets and liabilities, the "Pool Assets"), during the term of this Arrangement the Assuming Institution shall, with respect to the Pool Assets:

(i) promptly post and apply payments received to the applicable system of record;

(ii) reverse and return insufficient funds checks;

(iii) pay (A) participation payments to participants in Loans, as and when received; (B) tax and insurance bills, as they come due, out of any escrow funds maintained for such purposes; and (C) unfunded commitments and protective advances out of any escrow funds created for such purposes;

(iv) process funding draws under Loans and protective advances in connection with collateral and acquired property, in each case, as and to the extent authorized and funded by the Receiver;

(v) maintain in use all data processing equipment and systems and other systems of record on which any activity with respect to any Pool Assets are, or prior to the Bank Closing Date, were, recorded, and maintain all historical data on any such systems as of the Bank Closing Date and not, without the express consent of the Receiver (which consent must be sought at least sixty (60) days prior to taking any action), deconvert, remove, transfer or otherwise discontinue use of any of the Failed Bank's systems of record with respect to any Pool Asset;

(vi) maintain accurate records reflecting (A) payments received by the Assuming Institution, (B) information received by the Assuming Institution concerning changes in the address or identity of any Obligor and (C) other servicing actions taken by the Assuming Institution, including checks returned for insufficient funds;

(vii) send (A) billing statements to Obligors on Pool Assets (to the extent that such statements were sent by the Failed Bank or as are requested by the Receiver) and (B)

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

notices to Obligors who are in default on Loans (in the same manner as the Failed Bank or as are requested by the Receiver);

(viii) employ a sufficient number of qualified employees to provide the services required to be provided by the Assuming Institution pursuant to this Arrangement (with the number and qualifications of such employees to be not less than the number and qualifications of employees employed by the Failed Bank to perform such functions as of the Bank Closing Date);

(ix) hold in trust any Credit Files and any servicing files in the possession or on the premises of the Assuming Institution for the Receiver or the Successor Owner (as applicable) and segregate from the other books and records of the Assuming Institution and appropriately mark such Credit Files and servicing files to clearly reflect the ownership interest of the Receiver or the successor owner (as applicable);

(x) send to the Receiver (indicating closed bank name and number), Attn: Interim Servicing Manager, at the email address provided in Section 13.6 of the Purchase and Assumption Agreement, or to such other person at such address as the Receiver may designate, via overnight delivery: (A) on a weekly basis, weekly reports, including, without limitation, reports reflecting collections and trial balances, and (B) any other reports, copies or information as may be requested from time to time by the Receiver, including, if requested, copies of (1) checks or other remittances received, (2) insufficient funds checks returned, (3) checks or other remittances for payment to participants or for taxes, insurance, funding advances and protective advances, (4) pay-off requests, and (5) notices to defaulted Obligors;

(xi) remit on a weekly basis to the Receiver (indicating closed bank name and number), Attn: DRR Cashier Unit, Business Operations Support Branch, in the same manner as provided in paragraph (a)(x), via wire transfer to the account designated by the Receiver, or to such other person at such other address and/or account as the Receiver may designate, all payments received;

(xii) prepare and timely file all information reports with appropriate tax authorities, and, if requested by the Receiver, prepare and file tax returns and remit taxes due on or before the due date;

(xiii) provide and furnish such other services, operations or functions, including, without limitation, with regard to any business, enterprise or agreement which is a Pool Asset, as may be requested by the Receiver;

(xiv) establish a custodial account for the Receiver and for each successor owner at the Assuming Institution, each of which shall be interest bearing, titled in the name of Assuming Institution, in trust for the Receiver or the successor owner (as applicable), in each case as the owner, and segregate and hold all funds collected and received with respect to the Pool Assets separate and apart from any of the Assuming Institution's own funds and general assets; and

(xv) no later than the end of the second Business Day following receipt thereof, deposit into the applicable custodial account and retain therein all funds collected and received with respect to the Pool Assets.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

Notwithstanding anything to the contrary in this Exhibit, the Assuming Institution shall not be required to initiate litigation or other collection proceedings against any Obligor or any collateral with respect to any defaulted Loan. The Assuming Institution shall promptly notify the Receiver, at the address referred to above in paragraph (a)(x), of any claims or legal actions regarding any Pool Asset.

(b) In consideration for the provision of the services provided pursuant to this Arrangement, the Receiver agrees to reimburse the Assuming Institution for actual, reasonable and necessary expenses incurred in connection with the performance of its duties pursuant to this Arrangement, including expenses of photocopying, postage and express mail, data processing and amounts paid for employee services (based upon the number of hours spent performing servicing duties) .

(c) The Assuming Institution shall provide the services described herein for a term of up to three hundred sixty-five (365) days after the Bank Closing Date. The Receiver may terminate the Arrangement at any time upon not less than sixty (60) days notice to the Assuming Institution without any liability or cost to the Receiver other than the fees and expenses due to the Assuming Institution as of the termination date pursuant to paragraph (b) above.

(d) At any time during the term of this Arrangement, the Receiver may, upon not less than thirty (30) days prior written notice to the Assuming Institution, remove one or more Pool Assets, and at the time of such removal the Assuming Institution's responsibility with respect thereto shall terminate.

(e) At the expiration of this Arrangement or upon the termination of the Assuming Institution's responsibility with respect to any Pool Asset pursuant to paragraph (d) hereof, the Assuming Institution shall:

	(i) deliver to the Receiver (or its designee) all of the Credit Documents and records relating to the Pool Assets; and
	(ii) cooperate with the Receiver to facilitate the orderly transition of managing the Pool Assets to the Receiver or its designees (including, without limitation, its contractors and persons to which any Pool Assets are conveyed) .

(f) At the request of the Receiver, the Assuming Institution shall perform such transitional services with regard to the Pool Assets as the Receiver may request. Transitional services may include, without limitation, assisting in any due diligence process deemed necessary by the Receiver and providing to the Receiver and its designees (including, without limitation, its contractors and any actual or potential successor owners) (i) information and data regarding the Pool Assets, including, without limitation, system reports and data downloads sufficient to transfer the Pool Assets to another system or systems and to facilitate due diligence by actual and potential successor owners, and (ii) access to employees of the Assuming Institution involved in the management of, or otherwise familiar with, the Pool Assets.

(g) Until such time as the Arrangement expires or is terminated, without limitation of its obligations set forth above or in the Purchase and Assumption Agreement and without any

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

additional consideration (other than that set forth in paragraph (b) above), the Assuming Institution shall provide the Receiver and its designees (including, without limitation, its contractors and actual and potential successor owners) with the following, as the same may be requested:

	(i) access to and the ability to obtain assistance and information from personnel of the Assuming Institution, including former personnel of the Failed Bank and personnel of third party consultants;
	(ii) access to and the ability to use and download information from data processing systems and other systems of record on which information regarding Pool Assets or any assets transferred to or liabilities assumed by the Assuming Institution is stored or maintained (regardless of whether information with respect to other assets or liabilities is also stored or maintained thereon); and
	(iii) access to and the ability to use and occupy office space (including parking facilities and vault space), facilities, utilities (including local telephone service and facsimile machines), furniture, equipment (including photocopying and facsimile machines), and technology and connectivity (including email accounts, network access and technology resources such as shared drives) in the Bank Premises occupied by the Assuming Institution.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

EXHIBIT 4.15A

SINGLE FAMILY SHARED-LOSS AGREEMENT

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-i

Sun Security Bank

Ellington, Missouri

EXHIBIT 4.15A

SINGLE FAMILY SHARED-LOSS AGREEMENT

TABLE OF CONTENTS

ARTICLE 1. GENERAL		1	ARTICLE 6. MISCELLANEOUS		15

1.1	Purpose	1	6.1	Expenses	15
1.2	Relationship with Purchase and Assumption		6.2	Successors and Assigns	16
	Agreement	1	6.3	Waiver of Jury Trial	16
1.3	Defined Terms	1	6.4	No Third Party Beneficiary	17
			6.5	Consent, Determination or Discretion	17
ARTICLE 2. SHARED-LOSS ARRANGEMENT		1	6.6	Rights Cumulative	17
			6.7	References	17
2.1	Accounting for and Management of Shared-Loss		6.8	Notice	17
	Loans	1
2.2	Payments with Respect to Shared-Loss Loans	2	ARTICLE 7. DISPUTE RESOLUTION		18
2.3	Payments Applicable to Shared-Loss Months	2
2.4	Loss Mitigation and Loan Modification	2	7.1	Methods of Resolution	18
2.5	RESERVED	4	7.2	Informal Resolution	18
2.6	Limitation on Payments	5	7.3	Resolution by Non-Binding Dispute Resolution
2.7	Treatment as a Shared-Loss Loan	6		Proceeding	18
			7.4	Confidentiality of Compromise Negotiations	18
ARTICLE 3. ADMINISTRATION OF SHARED-			7.5	Payment Resu8lting from Compromise
LOSS LOANS		7		Negotiations	19
			7.6	Formal Resolution	19
3.1	Management Standards Regarding Administration	7	7.7	Limitation on FDIC Party	20
3.2	Assuming Institution’s Responsibilities and Duties	7	7.8	Effectiveness of Agreement Pending Dispute	20
3.3	Third Party Servicers and Affiliates	8	7.9	Governing Rules and Law	20
3.4	Utilization by Assuming Institution of Special		7.10	Review Board Proceedings	20
	Receivership Powers	9	7.11	Impartiality	22
3.5	Tax Ruling	10	7.12	Schedule	22
			7.13	Written Award	22
ARTICLE 4. SALE OF CERTAIN SHARED-LOSS			7.14	Interest Rate on Award	22
LOANS AND ORE		10	7.15	Payments	22
			7.16	Fees, Costs and Expenses	22
4.1	Sales of Shared-Loss Loans	10	7.17	Binding and Conclusive Nature	23
4.2	Calculation of Gain or Loss on Sale	11	7.18	No Precedent	23
4.3	Sale of ORE	11	7.19	Confidentiality; Proceedings, Information and
				Documents	23
ARTICLE 5. CERTIFICATES, REPORTS AND			7.20	Confidentiality of Arbitration Award	23
RECORDS		11	7.21	Extension of Time Periods	23
			7.22	Venue	24
5.1	Reporting Obligatiosn of the Assuming Institution	11
5.2	Monthly Certificates	11	ARTICLE 8. DEFINITIONS		24
5.3	Monthly Data	12
5.4	Notification of Related Loans	13
5.5	Auditor’s Report; Right to Audit	13
5.6	Accounting Principles	14
5.7	Records and Reports	15

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-i

Sun Security Bank

Ellington, Missouri

EXHIBITS

		Page
Monthly Certificate	Exhibit 1	31

Calculation of Restructuring Loss
HAMP or FDIC Loan Modification (Loan Written Down)	Exhibit 2a(1)	34
HAMP or FDIC Loan Modification (No Preceding Loan Restructure)	Exhibit 2a(2)	36
2nd FDIC Modification	Exhibit 2a(3)	38

Calculation of Short-Sale Loss
Written Down to Book Value	Exhibit 2b(1)	42
No Preceding Loan Modification Under Loss Share	Exhibit 2b(2)	44
After a Covered Loan Modification	Exhibit 2b(3)	46

Calculation of Foreclosure Loss
ORE or Foreclosure Occurred Prior to Loss Share Agreement	Exhibit 2c(1)	50
During the Term of the Agreement, No Preceding Loan Modification Under Loss Share	Exhibit 2c(2)	52
Foreclosure After Covered Loan Modification	Exhibit 2c(3)	54

Calculation of Home Equity Loan Loss	Exhibit 2d(1)	58
Calculation of Recovery When a Restructuring Loss Has Been Paid	Exhibit 2d(2)	60

Calculation of Loan Sale Loss
Loan Written Down to Book Value Prior to Loss Share	Exhibit 2e(1)	63
No Preceding Loan Modification under Loss Share	Exhibit 2e(2)	64
Loan Sale after a Covered Loan Modification	Exhibit 2e(3)	65

Portfolio Performance and Summary Schedule	Exhibit 3	67
Wire Transfer Instructions	Exhibit 4	69
FDIC Mortgage Loan Modification Program	Exhibit 5	70
Single Family Shared-Loss Loans	Exhibit 5.3(a)	73

SCHEDULE
		Page
Loans Subject to Loss Sharing under the Single Family Shared-Loss Agreement	Schedule 4.15A	78

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-ii

Sun Security Bank

Ellington, Missouri

EXHIBIT 4.15A

SINGLE FAMILY SHARED-LOSS AGREEMENT

A. This Single Family Shared-Loss Agreement and the Exhibits attached hereto and incorporated herein by this reference (collectively, the " Agreement ") is made pursuant to and as of the date of that certain Purchase and Assumption Agreement (the " Purchase and Assumption Agreement ") among the Receiver, the Assuming Institution and the Corporation, to which this Agreement is attached.

B. This Agreement shall apply only if the Assuming Institution has purchased Shared-Loss Loans (as defined herein) pursuant to the Purchase and Assumption Agreement. Subject to the provisions of this Agreement, it is the intention of the parties that the Receiver and the Assuming Institution shall share certain losses and gains in respect of such Shared-Loss Loans.

AGREEMENT

ARTICLE 1. GENERAL.

1.1. Purpose . The purpose of this Agreement is to set forth requirements regarding, among other things, management of Shared-Loss Loans by the Assuming Institution and procedures for notices, consents, reporting and payments. In administering the Shared-Loss Loans, the Assuming Institution shall at all times comply with the Management Standards set forth in Article 3.

1.2. Relationship with Purchase and Assumption Agreement . To the extent that any inconsistencies may arise between the terms of the Purchase and Assumption Agreement and this Agreement with respect to the subject matter of this Agreement, the terms of this Agreement shall control.

1.3. Defined Terms . The capitalized terms used in this Agreement have the meanings defined or referenced in Article 8.

ARTICLE 2. SHARED-LOSS ARRANGEMENT.

2.1. Accounting for and Management of Shared-Loss Loans .

(a) Initial Values. The Assuming Institution shall record the Shared-Loss Loans on its Accounting Records at their respective Book Values as of the Commencement Date.

(b) Adjustments. After the Commencement Date, the Assuming Institution shall adjust the Book Values of the Shared-Loss Loans in accordance with this Agreement, the Examination Criteria and Article VIII of the Purchase and Assumption Agreement.

(c) Management. Thereafter, the Assuming Institution shall manage and account for the Shared-Loss Loans in accordance with this Agreement.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-1

Sun Security Bank

Ellington, Missouri

2.2. Payments with Respect to Shared-Loss Loans .

(a) Calculation and Method of Payments . Subject to the conditions of this Agreement, the parties shall make the payments set forth in this Article 2. All payments made by a party under this Agreement shall be made by wire transfer.

(b) Timing of Payments .

	(i) Payments by the Receiver under this Article 2 shall be made within thirty (30) days following the date on which the Receiver receives each Monthly Certificate, provided that the Monthly Certificate is complete, accurate, timely and in compliance with the requirements of this Agreement.
	(ii) Payments by the Assuming Institution under this Article 2 shall be made on or before the due date for each Monthly Certificate.

(c) Source of Receiver's Funds . Payment obligations of the Receiver with respect to this Agreement shall be treated as administrative expenses of the Receiver pursuant to 12 U.S.0 §1821(d)(11). To the extent that the Receiver requires funds to make payments relating to Shared-Loss Loans pursuant to this Agreement, the Receiver shall request funds under the Master Loan and Security Agreement between the FDIC in its corporate capacity and the FDIC in its receivership capacity, with respect to any receivership, dated as of May 21, 2009, as amended.

2.3. Payments Applicable to Shared-Loss Months . For each Shared-Loss Month, pursuant to the applicable Monthly Certificate, one of the payments described at (a) or (b) below shall be made, as appropriate, with respect to Shared-Loss Loans.

(a) Covered Loss Payments by the Receiver . The Receiver shall pay to the Assuming Institution the "Covered Loss" for the period, which is an amount equal to:

(i) the Applicable Percentage of the sum of:

		(A) the total Monthly Loss Amount for all Shared-Loss Loans; less
		(B) the total monthly Recovery Amount for all Shared-Loss Loans; less
		(C) the total monthly Collections on Fully Charged-Off Assets.

(b) Covered Gain Payments by the Assuming Institution . If the result of the calculation in Section 2.3(a) is a negative amount (the "Covered Gain"), the Assuming Institution shall pay such amount to the Receiver.

2.4. Loss Mitigation, Loan Modification and Loss Calculations .

(a) Loss Mitigation Programs . The Assuming Institution shall administer and undertake reasonable and customary loss mitigation efforts and act in accordance with usual and prudent banking practices and the provisions of this Agreement with respect to Shared-Loss

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-2

Sun Security Bank

Ellington, Missouri

Loans. Within ninety (90) days of bank closing, the Assuming Institution shall submit to the FDIC for approval a written loss mitigation plan. The loss mitigation plan shall be updated annually and submitted to the FDIC. On a quarterly basis the Assuming Institution shall deliver to the FDIC the internal management reports utilized to monitor the status of loan modifications in process for assets on Schedule 4.15A as well as assets that have successfully undergone loan modification under an approved modification program according to the Agreement.

(b) Single Family Shared-Loss Loans . For each Single Family Shared-Loss Loan in default or for which a default is reasonably foreseeable, the Assuming Institution shall undertake loss mitigation efforts in accordance with one of the following programs, as amended from time to time, selected by the Assuming Institution in its discretion:

	(i) FDIC Mortgage Loan Modification Program as set forth in Exhibit 5 ;
	(ii) the United States Treasury's Home Affordable Modification Program Guidelines; or
	(iii) any other modification program approved by the United States Treasury Department, the Corporation, the Board of Governors of the Federal Reserve System or any other Federal governmental agency.

(c) Other Shared-Loss Loans. For each Shared-Loss Loan which is not a Single Family Shared-Loss Loan and which is in default, or for which a default is reasonably foreseeable, the Assuming Institution shall adopt loss mitigation procedures in accordance with its own Examination Criteria and all applicable laws and regulations and shall undertake loss mitigation efforts substantially similar to loss mitigation efforts with respect to, and without favoring, any assets held by the Assuming Institution or any of its Affiliates that are not Shared-Loss Loans.

(d) Loan Modification Guidelines. In undertaking loss mitigation efforts for each Shared-Loss Loan (the method adopted for each Shared-Loss Loan as required by Sections 2.4(b) and 2.4(c) being referred to as the "Modification Guidelines"), the Assuming Institution:

	(i) shall implement the Modification Guidelines within ninety (90) days following Bank Closing;
	(ii) may submit claims during the period described in paragraph (i) for payments relating to Shared-Loss Loans under any guidelines which may have been in place at the Failed Bank. If no such guidelines were in place at the Failed Bank, the Assuming Institution may use its own guidelines for submission of such claims;
	(iii) shall, in implementing the Modification Guidelines, (A) consider and document its consideration of foreclosure, loan restructuring, short-sale and any other appropriate methods of loss mitigation and (B) select the method that the Assuming Institution determines will result in the least Loss, based on its estimated calculations. If unemployment or underemployment of the Obligor with respect to a Shared-Loss Loan is the primary cause of default, or of a reasonably foreseeable default, the Assuming

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-3

Sun Security Bank

Ellington, Missouri

Institution may consider entering into a temporary forbearance plan with the Obligor to reduce loan payments to an affordable level for at least six (6) months; and

(iv) shall not be required to modify or restructure any Shared-Loss Loan on more than one occasion or to consider any alternatives with respect to any Shared-Loss Loan that was in the process of foreclosure as of the Bank Closing Date if the Assuming Institution considers, and so documents, that a loan modification is not cost-effective pursuant to the standards set forth in Exhibit 5 . In such circumstances, the Assuming Institution may continue such foreclosure measures in compliance with all applicable laws and regulations, and recover any Foreclosure Loss as provided in this Agreement.

(e) Loss Calculations. Losses on Shared-Loss Loans shall be calculated in the form, and determined in accordance with, the methodologies set forth in the respective Exhibits attached to this Agreement as follows:

	(i) Restructuring Losses shall be determined in accordance with Exhibits 2a(1)-(3) ;
	(ii) Deficiency Losses shall be reported as Restructuring Losses and, if applicable, the net present value of a modified Shared-Loss Loan shall be determined in accordance with Exhibits 2a(1)-(3) , as applicable;
	(iii) Modification Default Losses shall be determined in accordance with Exhibits 2a(1)-(3), as applicable;
	(iv) Short-Sale Losses shall be determined in accordance with Exhibits 2b(1)-(3) ;
	(v) Foreclosure Losses shall be determined in accordance with Exhibits 2c(1)-(3) ;
	(vi) Home Equity Loan Losses shall be determined in accordance with the charge-off policies of the loan classification criteria employed by the Assuming Institution's Chartering Authority as set forth in Exhibit 2d(1) ;
	(vii) Losses, if applicable, on Restructured Loans shall be determined in accordance with Exhibit 2d(2) ;
	(viii) Loan Sale Losses shall be determined in accordance with Exhibits 2e(1)-(3) ;
	(ix) Losses on Investor-Owned Residential Loans shall be determined in the same manner as Restructuring Losses. With the consent of the Receiver, Investor-Owned Residential Loans may be restructured under terms different from the standards set forth in Exhibit 5 .

2.5. RESERVED .

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-4

Sun Security Bank

Ellington, Missouri

2.6. Limitation on Payments .

(a) Failure to Administer. If the Assuming Institution fails to administer any Shared-Loss Loan in accordance with the provisions of Article 3, the Receiver may determine that such asset will not be treated as a Shared-Loss Loan pursuant to this Agreement.

(b) Receiver's Right to Withhold Payment. Notwithstanding any other provision of this Article 2, the Receiver may withhold all or any portion of a payment to the Assuming Institution of the amount requested in a Monthly Certificate if the Receiver or the Corporation determines that:

	(i) a Monthly Certificate is incomplete, inaccurate or untimely;
	(ii) based upon the criteria set forth in this Agreement, including, without limitation, the requirements set forth in Section 2.4, or Customary Servicing Procedures, a Loss should not have been effected by the Assuming Institution;
	(iii) based upon the Examination Criteria, a Charge-Off of a Shared-Loss Loan should not have been effected by the Assuming Institution;
	(iv) there is a reasonable basis under the terms of this Agreement for denying the eligibility of amounts included in a Monthly Certificate for which reimbursement or payment is sought;
	(v) with respect to a particular Shared-Loss Loan, the Assuming Institution has not complied, or is not complying, with the Management Standards;
	(vi) the Assuming Institution has failed to comply with the requirements set forth in Section 5.5 including, but not limited to, permitting the Receiver, its agents, contractors and/or employees to determine compliance with this Agreement pursuant to Section 5.5(c); or
	(vii) a retroactive accounting adjustment is to be made by the Receiver pursuant to Section 5.5(c).

	(i) In the event that a determination is made to withhold an amount pursuant to Section 2.6(b), the Receiver shall provide the Assuming Institution with notice detailing the grounds for withholding such amount and the Assuming Institution shall cure any deficiency within a reasonable period of time.
	(ii) If the Assuming Institution demonstrates to the satisfaction of the Receiver that the grounds for withholding a payment, or any part thereof, no longer exist or have been cured, the Receiver shall pay the Assuming Institution the amount which the Receiver determines is eligible for payment within thirty (30) days following the date of such determination.
	(iii) If the Assuming Institution does not cure any such deficiency within a reasonable period of time, the Receiver may withhold payment as described in

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-5

Sun Security Bank

Ellington, Missouri

Section 2.6(b) with respect to the affected Shared-Loss Loan(s), but such withholding will not affect the Receiver's obligation to make any other payment properly due pursuant to this Agreement.

(d) Adjustments . In the event that the Receiver withholds payment with respect to Losses claimed or determines pursuant to Section 2.6(b) that a payment was improperly made, the Assuming Institution and the Receiver shall, upon final resolution of such issue, make such accounting adjustments and payments as may be necessary to give retroactive effect to such actions, including making the necessary adjustments to the Covered Loss or Covered Gain for the affected Monthly Certificate(s).

(e) Interest on Payments . Any payment by the Receiver pursuant to Section 2.6(c)(ii) shall be made together with interest on the amount thereof that accrues with effect from five (5) Business Days after the date on which payment was agreed or determined to be due until such amount is paid. The annual interest rate shall be determined by the Receiver based on the coupon equivalent of the three (3)-month U.S. Treasury Bill Rate in effect as of the first Business Day of each three-month period during which such interest accrues as reported in the Federal Reserve Board Statistical Release for Selected Interest Rates H.15 opposite the caption "Treasury bills (secondary market), 3-month" or, if not so reported for such day, for the next preceding Business Day for which such rate was so reported.

(f) Determination of Disputes . Any dispute arising under this Section 2.6 shall be resolved pursuant to the dispute resolution procedures of Article 7.

2.7. Treatment as a Shared-Loss Loan .

(a) Payment of Foreclosure Loss or Short-Sale Loss . The Receiver shall be relieved of its obligations with respect to a Shared-Loss Loan upon payment to the Assuming Institution of amounts in respect of a Foreclosure Loss or a Short-Sale Loss on that Shared-Loss Loan.

(b) Loss of Right to Receive Shared-Loss Loan Payments . The Assuming Institution shall not be entitled to payments relating to a Shared-Loss Loan pursuant to Section 2.3 if the Assuming Institution or any Affiliate of the Assuming Institution:

	(i) sells or otherwise transfers that Shared-Loss Loan or any interest therein (whether with or without recourse) to any Person, other than in compliance with this Agreement;
	(ii) makes any additional advance, commitment or increase in the amount of a Commitment with respect to that Shared-Loss Loan;
	(iii) makes any amendment, modification, renewal or extension of a Shared-Loss Loan, other than in compliance with this Agreement;
	(iv) manages, administers or collects any Related Loan in a manner which would increase the amount of any collections with respect to that Related Loan to the detriment of the Shared-Loss Loan to which such loan is related; or

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-6

Sun Security Bank

Ellington, Missouri

(v) fails to administer that Shared-Loss Loan pursuant to the Management Standards, including, without limitation, consistent failure to provide complete, accurate and timely certificates and reports pursuant to Article 5.

(c) Effective Date of Loss of Shared-Loss Loan Treatment . If any of the actions described in Section 2.7(b) occur with respect to a Shared-Loss Loan, the Receiver shall not be obligated to make any payments to the Assuming Institution with respect to any affected Shared-Loss Loan after the date of occurrence of such action.

ARTICLE 3. ADMINISTRATION OF SHARED-LOSS LOANS .

3.1. Management Standards Regarding Administration . During the term of this Agreement the Assuming Institution shall manage, administer and collect all Shared-Loss Loans while owned by it or any of its Affiliates in accordance with the rules, requirements and standards regarding management, administration and collection of Shared-Loss Loans set forth in this Article 3 (the " Management Standards "). Failure to comply with the Management Standards shall constitute a material breach of this Agreement. If the Receiver determines, in its sole and absolute discretion, that the Assuming Institution is not in compliance with the Management Standards, it may notify the Assuming Institution of the breach and may take action pursuant to this Agreement including, without limitation, withholding all or any portion of a payment, as provided in Section 2.6(b).

3.2. Assuming Institution's Responsibilities and Duties .

(a) Covenants of the Assuming Institution . The Assuming Institution shall:

	(i) be responsible to the Receiver and the Corporation in the performance of this Agreement, whether performed by the Assuming Institution, an Affiliate or a Third Party Servicer;
	(ii) provide to the Receiver and the Corporation such certificates, notifications and reports as the Receiver or the Corporation reasonably deems advisable, including but not limited to the certificates, notifications and reports required by Article 5; and
	(iii) permit the Receiver and the Corporation to monitor the Assuming Institution's performance of its duties hereunder at all times.

(b) Duties of the Assuming Institution with Respect to Shared-Loss Loans . In the performance of duties in accordance with the Management Standards, the Assuming Institution shall at all times exercise its best business judgment and shall:

(i) manage, administer and collect amounts owed on each Shared-Loss Loan in a manner consistent with the following:

		(A) usual and prudent business and banking practices and Customary Servicing Procedures; and
		(B) the Assuming Institution's (or, if applicable, a Third Party Servicer's) practices and procedures including, without limitation, all applicable

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-7

Sun Security Bank

Ellington, Missouri

laws and regulations, the written internal credit policy guidelines of the Assuming Institution (or, if applicable, of a Third Party Servicer) in effect from time to time, with respect to the management, administration and collection of loans, ORE and repossessed collateral that do not constitute Shared-Loss Loans;

	(ii) use its best efforts to maximize collections with respect to, and manage and administer, Shared-Loss Loans without favored treatment for any assets owned by the Assuming Institution or any of its Affiliates that are not Shared-Loss Loans;
	(iii) adopt and implement accounting, reporting, record-keeping and similar systems with respect to the Shared-Loss Loans, as provided in Sections 5.6 and 5.7;
	(iv) retain sufficient staff to perform its duties hereunder;
	(v) not manage, administer or collect a Related Loan in a manner which would have the effect of increasing the amount of any collections with respect to the Related Loan to the detriment of the Shared-Loss Loan to which such loan is related;
	(vi) cause any of its Affiliates to which it transfers any Shared-Loss Loans and any Third Party Servicer to act in accordance with the Management Standards; and
	(vii) other than as provided in Section 2.4, comply with the Modification Guidelines for any Single Family Shared-Loss Loans meeting the requirements set forth in such guidelines and may propose exceptions to Exhibit 5 (FDIC Loan Modification Program) for a group of Shared-Loss Loans with similar characteristics, with the objectives of (A) minimizing the loss to the Assuming Institution and the Receiver and (B) maximizing the opportunity for qualified homeowners to remain in their homes with affordable mortgage payments.
	(viii) in connection with the review of loss mitigation options such as loan modifications on shared-loss loans, have sufficient designated loss mitigation staff so that (A) borrowers are apprised of loss mitigation options, (B) each borrower who is being considered for a loan modification or other loss mitigation options will have a single point of contact with the AI to respond to borrower inquiries and questions regarding the process, and (C) foreclosure actions are not taken while a borrower's request for a loan modification or other loss mitigation option is pending, or if the borrower is current on a trial or permanent modification.

3.3. Third Party Servicers and Affiliates .

(a) Appointment of Third Party Servicers .

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-8

Sun Security Bank

Ellington, Missouri

Servicer. Such notice will include information regarding the Third Party Servicer's relevant experience, qualifications, financial strength and any pending litigation in relation to its servicing activities. In the case of a Third Party Servicer that is an Affiliate of the Assuming Institution, the notice shall include an express statement that the Third Party Servicer is an Affiliate. The Receiver may object to the proposed appointment of a Third Party Servicer by giving the Assuming Institution notice that it so objects within thirty (30) days following the Receiver's receipt of the notice of the proposed appointment. The appointment of a Third Party Servicer by the Assuming Institution shall not release the Assuming Institution from any obligation or liability hereunder.

(ii) The Assuming Institution shall provide to the Receiver written notification immediately following the execution of any contract pursuant to which a Third Party Servicer or any third party (other than an Affiliate of the Assuming Institution) will manage, administer or collect any of the Shared-Loss Loans.

(b) Actions of and Expenses Incurred by Third Party Servicers . The Assuming Institution shall ensure that the practices, procedures and guidelines of any Third Party Servicer comply with the obligations of the Assuming Institution under this Agreement. The Assuming Institution shall provide to the Receiver a copy of the Assuming Institution's written agreement with each Third Party Servicer and shall ensure compliance by each Third Party Servicer with the Assuming Institution's obligations under this Agreement, including, without limitation, amending such agreement with each Third Party Servicer to the extent necessary. Subject to the foregoing and to the other provisions of this Agreement, a Third Party Servicer may take actions and incur expenditures in the same manner as the Assuming Institution, and out-of-pocket expenses incurred by a Third Party Servicer on behalf of the Assuming Institution shall be treated as if incurred by the Assuming Institution.

(c) Duties with Respect to Affiliates . The Assuming Institution may transfer any Shared-Loss Loan to an Affiliate of the Assuming Institution for administrative convenience, provided that such transfer is for no consideration. The Assuming Institution shall provide to the Receiver prior written notification of any transaction with or by any Affiliate of the Assuming Institution with respect to any Shared-Loss Loan including, without limitation, the execution of any contract pursuant to which an Affiliate of the Assuming Institution will own, manage, administer or collect amounts owing with respect to a Shared-Loss Loan. The Assuming Institution shall notify the Receiver at least forty (40) days prior to a proposed transaction with an Affiliate which is not on an arm's length basis or commercially reasonable terms. Such notice will include information regarding the Affiliate's relevant experience, qualifications and financial strength. The Receiver may object to the proposed transaction with an Affiliate in such circumstances by giving the Assuming Institution notice that it so objects within thirty (30) days following the Receiver's receipt of the notice of the proposed transaction.

3.4. Utilization by the Assuming Institution of Special Receivership Powers .

(a) Notice and Request to Receiver . Upon timely notice to and with the prior consent of the Receiver, which may be granted or withheld in its sole discretion, to the extent permitted by applicable law, the Assuming Institution may utilize in a legal action any special legal power or right which the Assuming Institution derives as a result of having acquired a Shared-Loss Loan from the Receiver.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-9

Sun Security Bank

Ellington, Missouri

(b) Use of Special Legal Powers . The Receiver may direct usage by the Assuming Institution of any special legal powers of the Receiver or the Corporation. The Assuming Institution shall:

	(i) comply in all respects with any direction from the Receiver or the Corporation and with any protocols, directives or interpretive memoranda issued from time to time by the Receiver or the Corporation;
	(ii) upon request of the Receiver, notify the Receiver of the status of any legal action in which any special legal power or right is utilized; and
	(iii) immediately notify the Receiver of any judgment or significant order in any legal action involving any of such special powers or rights.

3.5. Tax Ruling . The Assuming Institution shall not at any time, without the Corporation's prior consent, seek a private letter ruling or other determination from the Internal Revenue Service or otherwise seek to qualify for any special tax treatment or benefits associated with any payments made by the Receiver pursuant to this Agreement.

ARTICLE 4. SALE OF CERTAIN SHARED-LOSS LOANS AND ORE .

4.1. Sales of Shared-Loss Loans . All sales of Shared-Loss Loans are subject to the prior written approval of the Receiver, except as provided in Section 4.3:

(a) Sales with the Receiver's Consent . At any time following the Commencement Date and with the prior consent of the Receiver, the Assuming Institution may conduct sales to liquidate for cash consideration, in one or more transactions, all or a portion of the Shared-Loss Loans (individually or in portfolio transactions) then held by the Assuming Institution. The Assuming Institution shall provide the Receiver with at least sixty (60) days notice prior to any such proposed sale and the notice shall set forth the sale details and the proposed sale schedule. Restructured Loans shall be sold in a separate pool or transaction (as applicable) from Shared-Loss Loans that have not been restructured. Proposals by the Assuming Institution for the sale of any Shared-Loss Loans other than as provided in this Section 4 1(a) may be considered by the Receiver on a case-by-case basis.

(b) Sales Required by the Receiver . During the twelve (12) month period immediately prior to the Termination Date the Receiver may, in its sole and absolute discretion, require the Assuming Institution to liquidate for cash consideration, in one or more transactions, all Shared-Loss Loans then held by the Assuming Institution. If the Receiver exercises such right, it shall give notice to the Assuming Institution setting forth the time period within which the Assuming Institution shall be required to offer to sell the Shared-Loss Loans and the Assuming Institution shall make a good faith effort to sell the Shared-Loss Loans and to otherwise comply with the provisions of the Receiver's notice.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-10

Sun Security Bank

Ellington, Missouri

of the remaining Shared-Loss Loans pursuant to Section 4.1(b). The Receiver may object to such proposed appointment by giving the Assuming Institution notice that it so objects within thirty (30) days following the Receiver's receipt of the notice of the proposed appointment.

4.2. Calculation of Gain or Loss on Sale .

(a) Shared-Loss Loans . For Shared-Loss Loans that are not Restructured Loans, any gain or loss on sales conducted in accordance with the provisions of Section 4.1 will be calculated based on the gross sale price received by the Assuming Institution minus the aggregate unpaid principal balance of the Shared-Loss Loans which are sold, using the methodologies set forth in Exhibits 2e(1)-(3) .

(b) Restructured Loans . For any Restructured Loan included in a sale under Section 4.1, a gain or loss will be calculated as follows:

	(i) the sale price received by the Assuming Institution; minus
	(ii) the net present value of estimated cash flows on the Restructured Loan that was used in the calculation of the related Restructuring Loss; plus
	(iii) loan principal payments collected by the Assuming Institution from the effective date on which the Loan was restructured to the date of sale, in accordance with the methodologies set forth in Exhibits 2e(1)-(3) .

4.3. Sale of ORE . Notwithstanding the provisions of Section 4.1, the Assuming Institution may sell or otherwise dispose of ORE at any time to a person other than an Affiliate, a contractor of the Assuming Institution or any Affiliate of a contractor of the Assuming Institution, provided that such sale is conducted in an arm's length, commercially reasonable and prudent manner.

ARTICLE 5. CERTIFICATES, REPORTS AND RECORDS .

5.1. Reporting Obligations of the Assuming Institution .

(a) Records, Notifications and Reports . The Assuming Institution shall maintain such records, provide such notifications and deliver such reports as are required pursuant to this Agreement, including, without limitation, the records, notifications and reports as provided in the following provisions of this Article 5. Nothing contained in this Agreement shall be deemed to modify any laws, regulations or orders that are otherwise applicable to the Assuming Institution.

(b) Certification of Accuracy and Completeness . Every submission by the Assuming Institution to the Receiver of a Monthly Certificate and any other document or information shall constitute a certification from the Assuming Institution that the information provided in such submission is correct, complete and in compliance with this Agreement.

5.2. Monthly Certificates . Within fifteen (15) days following the end of each Shared-Loss Month, the Assuming Institution shall deliver to the Receiver a Monthly Certificate setting forth in such form and detail as the Receiver may reasonably specify from time to time:

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-11

Sun Security Bank

Ellington, Missouri

(a) Shared-Loss Loans . For each Shared-Loss Loan, a completed schedule, substantially in the form of Exhibit 1 , which provides for the following items, among others:

(i) the Applicable Percentage of the sum of:

		(A) the total Monthly Loss Amount for all Shared-Loss Loans; and
		(B) the total monthly Recovery Amount for all Shared-Loss Loans;

	(ii) the total monthly Collections on Fully Charged-Off Assets;
	(iii) the total Covered Loss or Covered Gain;
	(iv) the Cumulative Loss Amount as of the beginning and as of the end of the Shared-Loss Month;
	(v) a summary of Shared-Loss Loans for which Loss Amounts (calculated in accordance with the applicable Exhibit) are claimed, of the related Loss Amount for each Shared-Loss Loan and of the total Monthly Loss Amount for all Shared-Loss Loans; and
	(vi) a summary of Shared-Loss Loans for which Recovery Amounts were received by the Assuming Institution, of the Recovery Amount for each Shared-Loss Loan and of the total Recovery Amount for all Shared-Loss Loans.

(b) Calculation of Loss Amount . For each of the Shared-Loss Loans for which a Loss is claimed for a Shared-Loss Month, a schedule showing the calculation of the Loss Amount in the form and in accordance with the methodology set forth in Exhibits 2a(1)-(3) , Exhibits 2b(1)-(3) , Exhibits 2c(1)-(3) or Exhibit 2d(1) as applicable.

(c) Home Equity Loans . For each of the Restructured Loans where a gain or loss is realized in a sale under Sections 4.1 or 4.2, a schedule showing the calculation in the form and in accordance with the methodology set forth in Exhibit 2d(1) .

(d) Restructured Loans . For each of the Restructured Loans where a gain or loss is realized in a sale under Sections 4.1 or 4.2, a schedule showing the calculation in the form and in accordance with the methodology set forth in Exhibit 2d(2) .

(e) Portfolio Performance and Summary Schedule . A portfolio performance and summary schedule substantially in the form shown in Exhibit 3 .

5.3. Monthly Data .

(a) Monthly Data Download . Within fifteen (15) days following the end of each Shared-Loss Month, the Assuming Institution shall provide to the Receiver:

(i) the servicing file in machine-readable format including but not limited to the fields shown on Exhibit 5.3(a) for each outstanding Shared-Loss Loan, as applicable; and

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-12

Sun Security Bank

Ellington, Missouri

(ii) an Excel file for ORE held as a result of foreclosure on a Shared-Loss Loan listing for each item of ORE:

		(A) the foreclosure date;
		(B) the unpaid loan principal balance;
		(C) the broker price opinion value or, if required by the Receiver in its discretion, the appraised value; and
		(D) the projected liquidation date.

(b) Completeness of Information . The Assuming Institution shall, consistent with Customary Servicing Procedures, provide to the Receiver complete and accurate information, except to the extent that it is unable to do so as a result of the failure of the Failed Bank or the Receiver to provide information required to produce any of the items listed at Section 5.3(a)(ii).

(c) Limitations . The Assuming Institution may claim each item of expenditure, income, gain or loss only on the Monthly Certificate for the period in which such expenditure, income, gain or loss was incurred. The inclusion of information regarding any expenses in a Monthly Certificate or other documentation does not create any reimbursement obligation of the Receiver if the Assuming Institution is not otherwise in compliance with this Agreement.

5.4. Notification of Related Loans . In addition to maintaining records of all Related Loans, the Assuming Institution shall prepare and deliver to the Receiver a schedule of all Related Loans on a semi-annual basis, together with the Monthly Certificates for the months ending June 30 and December 31, which specify all Related Loans on the Loan Records of the Assuming Institution as of the end of each such semi-annual period.

5.5. Auditor's Report; Right to Audit .

(a) Independent Auditor's Report .

(i) Within the time period permitted for the examination audit pursuant to 12 C.F.R. §363 following the end of each fiscal year, from and including the fiscal year during which the Bank Closing Date occurs, up to and including the calendar year during which the Termination Date occurs, the Assuming Institution shall deliver to the Receiver and the Corporation a report signed by its independent public accountants stating that such accountants have reviewed this Agreement and that, in the course of their annual audit of the Assuming Institution's books and records, nothing has come to their attention suggesting that any computations required to be made by the Assuming Institution during each such year were not made in accordance with this Agreement.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-13

Sun Security Bank

Ellington, Missouri

independent public accountants stating that, after giving effect to such corrected computations, nothing has come to the attention of such accountants suggesting that any computations required to be made by the Assuming Institution during such year were not made by the Assuming Institution in accordance with this Agreement. In such event, the Assuming Institution and the Receiver shall make all such accounting adjustments and payments as may be necessary to give effect to each correction reflected in such corrected computations, retroactive to the date on which the corresponding incorrect computation was made. It is the intention of this provision to align the timing of the audit required under this Agreement with the examination audit required pursuant to 12 C.F.R. §363.

(b) Assuming Institution's Internal Audit . The Assuming Institution shall perform on an annual basis an internal audit of its compliance with this Agreement and shall provide the Receiver and the Corporation with:

	(i) copies of all internal audit reports and access to all related internal audit work papers; and
	(ii) a certificate signed by the chief executive officer or chief financial officer of the Assuming Institution certifying that the Assuming Institution is in compliance with this Agreement or identifying any areas of non-compliance.

(c) Right of Receiver or Corporation to Audit . The Receiver or the Corporation, their respective agents, contractors and employees, may (but are not required to) perform an audit to determine the Assuming Institution's compliance with this Agreement at any time, by providing not less than ten (10) Business Days prior notice. The scope, duration and location of any such audit shall be at the discretion of the Receiver or the Corporation, as the case may be, and may be conducted at the Assuming Institution's place or places of business or otherwise. The Receiver or the Corporation, as the case may be, shall bear the expense of any such audit. In the event that any corrections are necessary as a result of such an audit, the Assuming Institution and the Receiver shall make such accounting adjustments, payments and withholdings as may be necessary to give retroactive effect to such corrections.

(d) Authority to Advisors and Representatives . The Assuming Institution shall, and shall cause its Affiliates, contractors and Third Party Servicers to, allow its advisors and representatives to discuss its (and any Affiliates', contractors' or Third Party Servicers') affairs, finances and accounts as they relate to Shared-Loss Loans, or any other matters relating to this Agreement or the rights and obligations hereunder, with the Receiver and authorizes such advisors and representatives to so discuss such affairs, finances and accounts with the Receiver.

5.6. Accounting Principles .

(a) Maintenance of Books and Records . The Assuming Institution shall at all times during the term of this Agreement keep books and records which fairly present all dealings and transactions carried out in connection with its business and affairs.

(b) Accounting Principles . Except as otherwise provided for in the Purchase and Assumption Agreement or this Agreement, the Assuming Institution shall keep all financial books and records in accordance with generally accepted accounting principles, which shall be consistently applied for the periods involved.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-14

Sun Security Bank

Ellington, Missouri

(c) Change in Accounting Principles . The Assuming Institution shall not make any change in its accounting principles which adversely affects the value of the Shared-Loss Loans, unless it obtains the prior written approval of the Corporation or if required by a change in generally accepted accounting principles. The Assuming Institution shall notify the Corporation of any change in its accounting principles that is required by a change in generally accepted accounting principles which would affect any Shared-Loss Loan, the accounting for any Shared-Loss Loan or the amount of any loss, gain, expense, cost or other item of reimbursement that may be due to or from the Assuming Institution.

5.7. Records and Reports .

(a) Content of Records . The Assuming Institution shall establish and maintain records on a separate general ledger, and on such subsidiary ledgers as may be appropriate, in such form and detail as the Receiver or the Corporation may specify, to account for the Shared-Loss Loans and to enable the Assuming Institution to prepare and deliver such reports as the Receiver or the Corporation may from time to time request pursuant to this Article 5. Without limitation, such books and records shall be kept in such a manner that information will be readily obtainable to determine and document compliance with this Agreement and the Purchase and Assumption Agreement, including but not limited to documentation which shows or supports the following:

	(i) alternatives considered by the Assuming Institution with respect to defaulted Loans or Loans for which default is reasonably foreseeable;
	(ii) the calculation of Loss for claims submitted to the Receiver;
	(iii) each line item on the Loss claim forms; and
	(iv) the Recovery Amount on Loans for which the Receiver has made a payment pursuant to this Agreement.

(b) Retention of Calculations . The Assuming Institution shall provide its loss calculations for Shared-Loss Loans to the Receiver upon request.

(c) Additional Information . The Assuming Institution shall promptly provide to the Receiver or the Corporation such information as the requesting party may request from time to time, including financial statements, computations and information as the Receiver or the Corporation deems necessary or appropriate in connection with monitoring compliance with this Agreement, certified as correct by the chief executive officer or chief financial officer of the Assuming Institution if so requested. The Assuming Institution shall provide to the Receiver all such loan-level data and cumulative information regarding the Shared-Loss Loans as the Receiver may request from time to time.

ARTICLE 6. MISCELLANEOUS .

6.1. Expenses . All costs and expenses incurred by a party in connection with this Agreement (including the performance of any obligations or the exercise of any rights hereunder) shall be borne by such party unless expressly otherwise provided, whether or not the transactions contemplated herein are consummated.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-15

Sun Security Bank

Ellington, Missouri

6.2. Successors and Assigns .

(a) Binding on Successors and Assigns; Assignment . This Agreement, and all of the terms and provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns only. The Receiver may assign or otherwise transfer this Agreement and the rights and obligations of the Receiver hereunder (in whole or in part) to the Corporation in its corporate capacity without the consent of Assuming Institution. Notwithstanding anything to the contrary contained in this Agreement, the Assuming Institution may not assign or otherwise transfer this Agreement or any of the Assuming Institution's rights or obligations hereunder (in whole or in part) or sell or transfer any subsidiary of the Assuming Institution holding title to Shared-Loss Loans without the prior written consent of the Receiver, which consent may be granted or withheld by the Receiver in its sole and absolute discretion. An assignment or transfer of this Agreement includes:

	(i) a merger or consolidation of the Assuming Institution with or into another Person, if the shareholders of the Assuming Institution will own less than sixty-six and two/thirds percent (66.66%) of the equity of the consolidated entity;
	(ii) a merger or consolidation of the Assuming Institution's Holding Company with or into another Person, if the shareholders of the Holding Company will own less than sixty-six and two/thirds percent (66.66%) of the equity of the consolidated entity;
	(iii) the sale of all or substantially all of the assets of the Assuming Institution to another Person; or
	(iv) a sale of Shares by any one or more shareholders that will effect a change in control of the Assuming Institution, as determined by the Receiver with reference to the standards set forth in the Change in Bank Control Act, 12 U.S.C. 1817(j).

Any transaction under this Section 6.2 that requires the Receiver's consent that is made without such consent will relieve the Receiver of its obligations under this Agreement.

(b) No Recognition of Loss . No loss shall be recognized under this Agreement as a result of any accounting adjustments that are made due to or as a result of any assignment or transfer of this Agreement or any merger, consolidation, sale or other transaction to which the Assuming Institution, its Holding Company or any Affiliate is a party, regardless of whether the Receiver consents to such assignment or transfer in connection with such transaction pursuant to this Section 6.2.

6.3. WAIVER OF JURY TRIAL . EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN, OR TO HAVE A JURY PARTICIPATE IN RESOLVING, ANY DISPUTE, ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-16

Sun Security Bank

Ellington, Missouri

6.4. No Third Party Beneficiary . This Agreement is for the sole and exclusive benefit of the parties and their respective permitted successors and permitted assigns and there shall be no other third party beneficiaries. Nothing in this Agreement shall be construed to grant to any other Person any right, remedy or claim under or in respect of this Agreement or any provision hereof.

6.5. Consent; Determination or Discretion . When the consent or approval of a party is required under this Agreement, such consent or approval shall be obtained in writing and unless expressly otherwise provided, shall not be unreasonably withheld or delayed. When a determination or decision is to be made by a party under this Agreement, that party shall make such determination or decision in its reasonable discretion unless expressly otherwise provided.

6.6. Rights Cumulative . Except as expressly otherwise provided herein, the rights of each of the parties under this Agreement are cumulative, may be exercised as often as any party considers appropriate and are in addition to each such party's rights under the Purchase and Assumption Agreement, any of the agreements related thereto or under applicable law. Any failure to exercise or any delay in exercising any of such rights, or any partial or defective exercise of such rights, shall not operate as a waiver or variation of that or any other such right, unless expressly otherwise provided.

6.7. References . References in this Agreement to Recitals, Articles, Sections and Exhibits are to Recitals, Articles, Sections and Exhibits of this Agreement, respectively, unless the context indicates that the Purchase and Assumption Agreement is intended. References to parties are to the parties to this Agreement. Unless expressly otherwise provided, references to days and months are to calendar days and months respectively. Article and Section headings are for convenient reference and shall not affect the meaning of this Agreement. References to the singular shall include the plural, as the context may require, and vice versa.

6.8. Notice .

(a) Form of Notices . All notices shall be given in writing to the parties at the addresses set forth in Sections 6.8(b) and 6.8(c) and sent in accordance with the provisions of Section 13.6 of the Purchase and Assumption Agreement, unless expressly otherwise provided.

(b) Notice to FDIC (Division of Resolutions and Receiverships) . With respect to a notice under this Agreement, other than pursuant to Section 3.4(a):

Federal Deposit Insurance Corporation

Division of Resolutions and Receiverships

550 17th Street, N.W.

Washington, D.C. 20429

Attention: Assistant Director, Franchise and Asset Marketing

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-17

Sun Security Bank

Ellington, Missouri

Federal Deposit Insurance Corporation Legal Division

1601 Bryan Street

Dallas, Texas 75201

Attention: Regional Counsel

with a copy to:

Federal Deposit Insurance Corporation Legal Division

Virginia Square, L. William Seidman Center

3501 Fairfax Drive, VS-E-7056

Arlington, Virginia 22226

Attention: Senior Counsel (Special Issues Group)

ARTICLE 7. DISPUTE RESOLUTION .

7.1. Methods of Resolution . The methods of resolving a dispute arising pursuant to this Agreement shall be as follows:

(a) Charge-Offs . Any dispute as to whether a Charge-Off of a Shared-Loss Asset was made in accordance with the Examination Criteria shall be finally resolved by the Assuming Institution's Chartering Authority.

(b) Other Disputes . Any other dispute (a "Dispute Item") shall be resolved in accordance with the following provisions of this Article 7.

7.2. Informal Resolution . The Receiver or the Corporation, as appropriate, (the "FDIC Party") and the Assuming Institution shall negotiate in good faith to resolve any Dispute Item within thirty (30) Business Days following receipt of information concerning the Dispute Item.

7.3. Resolution by Non-Binding Dispute Resolution Proceeding . If informal resolution of the Dispute Item pursuant to Section 7.2 is unsuccessful, the FDIC Party, on the one hand, and the Assuming Institution, on the other hand, may submit to the other party written notification of a Dispute Item (a "Notice of Dispute"). The Notice of Dispute shall contain a description of the dispute, an estimate of the amount in issue and any other information required pursuant to this Article 7. The parties shall make good faith efforts to resolve the dispute by mutual agreement within thirty-five (35) Business Days following receipt of the Notice of Dispute. In furtherance of these efforts, the parties should consider the mutually agreed upon use of less formal dispute resolution techniques, which may include, but are not limited to, mediation, settlement conference, early neutral evaluation and any other dispute resolution proceedings (as defined in § 571(6) of the Administrative Dispute Resolution Act ("ADRA"), 5 U. S.C. § 571 et seq.), as amended).

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-18

Sun Security Bank

Ellington, Missouri

attorney or other participant, are inadmissible as evidence in other proceedings and may not be construed for any purpose as admissions against interest.

7.5. Payment Resulting from Compromise Negotiations . If the FDIC Party and the Assuming Institution resolve a Dispute Item to their mutual satisfaction pursuant to Sections 7.2 or 7.3, including any dispute pursuant to Section 2.6, then within thirty (30) days following such resolution, the appropriate party shall make payment or take action as agreed by the parties.

7.6. Formal Resolution .

(a) Arbitration Matters . Any Dispute Item which has an estimated amount in issue not exceeding $500,000 per Asset may be proposed by the party seeking relief (the "Claimant Party") for arbitration pursuant to the provisions of this Section 7.6. No more than three Dispute Items may be submitted for any single arbitration, provided that, by mutual agreement pursuant to Section 7.6(c), the parties may agree to submit any Dispute Item(s) to arbitration.

(b) Proposal to Arbitrate . If the FDIC Party and the Assuming Institution do not resolve a Dispute Item pursuant to Sections 7.2 and 7.3, then within ten (10) Business Days following the expiration of the period provided in Section 7.3, the Claimant Party may propose to submit the unresolved Dispute Item to arbitration by notifying the other party (the "Respondent Party") in writing.

(c) Submission to Arbitration . The Respondent Party may agree to the Claimant Party's proposal of arbitration by responding in writing within ten (10) Business Days following receipt of such proposal. Within five (5) Business Days following receipt of the Respondent Party's agreement to arbitrate, the Claimant Party may submit the Dispute Item to the American Arbitration Association (" AAA ") for arbitration. No Dispute Item may be submitted for arbitration without the consent of both parties.

(d) Waiver of Arbitration . If the Claimant Party does not (i) propose to submit the Dispute Item to arbitration within the period set forth in Section 7.6(b) or (ii) submit the Dispute Item to AAA within the period set forth in Section 7.6(c), then the Claimant Party shall be deemed to have waived submission of the Dispute Item to arbitration.

(e) Litigation Matters . If the FDIC Party and the Assuming Institution do not agree to submit the Dispute Item to arbitration, the Dispute Item may be resolved by litigation in accordance with Federal or state law, as provided in Section 13.9 of the Purchase and Assumption Agreement. Any litigation shall be filed in a United States District Court in the proper district.

(f) Arbitration Administrator . The FDIC Party may, in its discretion, appoint an organization other than AAA for administration of arbitration pursuant to this Section 7.6, in which case this Article 7 and the rules and procedures set forth herein, including the Commercial Arbitration Rules as referred to in Section 7.9, shall govern the arbitration. AAA or such other organization appointed pursuant to this Section 7.6(f) shall be referred to in this Agreement as the " Arbitration Administrator ."

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-19

Sun Security Bank

Ellington, Missouri

7.7. Limitation on FDIC Party . Nothing in this Article 7 shall be interpreted as obligating the FDIC Party to submit to a dispute resolution proceeding (as defined in ADRA at § 571(6)) any Dispute Item described in (i) ADRA, § 572(b) or (ii) the FDIC's Statement of Policy Regarding Binding Arbitration, 66 Fed. Reg.18632 (April 10, 2001), as amended, as a dispute for which an agency shall consider not using a dispute resolution proceeding.

7.8. Effectiveness of Agreement Pending Dispute . Notwithstanding anything in this Agreement to the contrary, in the event that a Notice of Dispute is provided to a party under this Article 7 prior to the Termination Date, the terms of this Agreement shall remain in effect with respect to the items set forth in such notice until the dispute with respect to such items has been finally resolved, and such dispute shall be resolved in accordance with the provisions of this Agreement even if that resolution occurs after the Termination Date.

7.9. Governing Rules and Law for Arbitration . Any arbitration shall be substantively governed by the Federal law of the United States of America, and in the absence of controlling Federal law, in accordance with the laws of the state in which the main office of the Failed Bank is located. The arbitration shall be procedurally governed by the Commercial Arbitration Rules (the "Commercial Arbitration Rules") established by AAA to the extent that such rules are not inconsistent with this Article 7, the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("Federal Arbitration Act"), and ADRA., as each may be in effect at the time that the arbitration is initiated, except that the Commercial Arbitration Rules' Expedited Procedures shall not apply unless the FDIC Party and Claimant Party otherwise agree in writing. The Review Board (as defined below) may modify the procedures set forth in such rules from time to time with the prior written approval of the Claimant Party and the Respondent Party.

7.10. Review Board Proceedings . The arbitration of a dispute shall be conducted by a review board (a "Review Board") which shall consist of either one (1) or three (3) members (each, a "Member") with such expertise as the Claimant Party and Respondent Party agree is relevant. The Claimant Party shall specify, in its Notice of Dispute, the number of Members which it proposes for the Review Board.

(a) Selection of Members .

(i) Claimant Party Proposes One Member . If the Dispute Item(s) are less than $250,000 in total, the Claimant Party may propose that the Review Board shall consist of one Member, and shall state, in its Notice of Dispute, the name and address of the Member that it proposes for the Review Board. If the Respondent Party agrees, in its response to the Notice of Dispute, the Member suggested by the Claimant Party shall comprise the Review Board. If the Respondent Party agrees, in its response to the Notice of Dispute, that the Review Board shall consist of one Member, but states the name and address of a different proposed Member for the Review Board, then that Member shall be deemed acceptable to the Claimant Party if it submits the Notice of Dispute to the Arbitration Administrator, provided that, before the Respondent Party responds to the Notice of Dispute with a different proposed Member, the parties may also mutually agree upon one Member. If the Respondent Party proposes that the Review Board shall consist of three Members, then the Members shall be selected in accordance with Section 7.10(a)(iv).

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-20

Sun Security Bank

Ellington, Missouri

	(ii) Claimant Party Proposes Three Members . If the Dispute Items exceed $250,000 in total, or if the Respondent Party proposes that the Review Board shall consist of three Members, then the Claimant Party shall state the name and address of the first of three Members in its Notice of Dispute. If the Respondent Party agrees that the Review Board shall consist of three Members, the Respondent Party shall state the name and address of the second Member in its response to the Notice of Dispute. Each such Member shall be considered a "Party-Appointed Arbitrator" ("Party-Appointed Arbitrator"), consistent with Commercial Arbitration Rule R-12. If the Claimant Party subsequently submits the Notice of Dispute to the Arbitration Administrator as provided in Section 7.6(c), then within ten (10) Business Days of such submission, the Party-Appointed Arbitrators shall select a neutral third Member (the "Neutral Member") in accordance with Commercial Arbitration Rules R-11 and R-13, except that the Neutral Member need not be from the National Roster of Commercial Arbitrators. If the Respondent Party proposes that the Review Board shall consist of one Member, then the Member shall be selected in accordance with Section 7.10(a)(iii).
	(iii) Respondent Party Proposes One Member . If the Claimant Party proposes that the Review Board shall consist of three Members, but the Respondent Party proposes that the Review Board shall consist of one Member in its response to the Notice of Dispute, then the Member proposed by the Claimant Party in the Notice of Dispute shall comprise the Review Board unless the Respondent Party states the name and address of a different proposed Member in its response to the Notice of Dispute. If the Respondent Party proposes a different Member in its response to the Notice of Dispute, then that Member shall be deemed acceptable to the Claimant Party if it submits the Notice of Dispute to the Arbitration Administrator.
	(iv) Respondent Party Proposes Three Members . If the Claimant Party proposes that the Review Board shall consist of one Member, but the Respondent Party proposes, in its response to the Notice of Dispute, that the Review Board shall consist of three Members, then the Member proposed by the Claimant Party in the Notice of Dispute shall comprise the first Member of the Review Board. The Respondent Party shall state the name and address of the second Member in its response to the Notice of Dispute. Each such Member shall be considered a Party-Appointed Arbitrator. If the Claimant Party subsequently submits the Notice of Dispute to the Arbitration Administrator, a Neutral Member shall be selected in accordance with the procedure set forth in Section 7.10(a)(ii).

(b) Removal of Members . A Party-Appointed Arbitrator may be removed at any time by the party who appointed that Member upon five (5) Business Days notice to the other party of the selection of a replacement Member. The Neutral Member may be removed by unanimous action of the Party-Appointed Arbitrators or unanimous action of the parties after five (5) Business Days notice to the Claimant Party and the Respondent Party and the Arbitration Administrator of the selection of a replacement Neutral Member.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-21

Sun Security Bank

Ellington, Missouri

after the Arbitration Hearing has commenced, a substitute Member shall be selected in accordance with the rules under which the original Member was selected.

7.11. Impartiality . As a condition of serving on the Review Board, within five (5) Business Days after being selected, each Member shall provide a written oath, under penalty of perjury, containing a statement that the Member does not have any conflicts of interest (whether official, financial, personal or otherwise) with respect to the issues or parties in controversy, and that each Member agrees to be bound by the provisions of this Article 7 as applicable to the Members. If a Member has any potential conflict of interest, the Member shall fully disclose such interest in writing to the Claimant Party and the Respondent Party and the Member shall not serve on the Review Board, unless the Claimant Party and the Respondent Party agree otherwise. The Conflicts Committee of the Legal Division of the Corporation shall review any potential conflicts of interest for potential waiver. None of the Members may serve as counsel, advisor, witness or representative to any party to the arbitration.

7.12. Schedule . The Review Board shall assume control of the arbitration process and shall schedule all events as expeditiously as possible. The Arbitration Hearing shall commence within ninety (90) Business Days after receipt of the Notice of Dispute by the Arbitration Administrator.

7.13. Written Award . Within twenty (20) Business Days following closing of the Arbitration Hearing, as determined by Commercial Arbitration Rule R-35, the Review Board shall determine the prevailing party and award the prevailing party its proposed award or award any remedy or relief that the arbitrator deems just and equitable and within the scope of this Article 7, but in no event may an award of the Review Board (inclusive of all claims and counterclaims) exceed the maximum amount set forth in Section 7.6(a). If the Review Board consists of three (3) Members, the determination of any two (2) Members shall constitute the Review Board's determination. The Review Board shall present to the Claimant Party and the Respondent Party a written award regarding the dispute. The written award shall contain a brief, informal discussion of the factual and legal basis for the award and need not contain formal findings of facts and law.

7.14. Interest Rate on Award . Any award amounts ultimately determined to be payable pursuant to the Review Board's written award shall bear interest at the Settlement Interest Rate from a beginning date specified by the Review Board in its written award and until the date on which payment is made.

7.15. Payments . All payments required to be made under this Article 7 shall be made by wire transfer and within fifteen (15) Business Days following the date on which the award becomes final, as provided by ADRA at § 580(b). The Review Board will have no authority to award any punitive, consequential, special or exemplary damages.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-22

Sun Security Bank

Ellington, Missouri

arbitration (which shall not include the fees and expenses of the Members). No fees, costs or expenses incurred by or on behalf of the Assuming Institution shall be subject to reimbursement by the Receiver under this Article 7 or otherwise.

7.17. Binding and Conclusive Nature . Arbitration of a dispute pursuant to this Article 7 shall be final, conclusive and binding on the parties and not subject to further dispute or review, and judgment upon the award made by the Review Board may be entered in accordance with applicable law in any court having jurisdiction thereof. Other than as provided by the Federal Arbitration Act and ADRA, no review, appeal or reconsideration of the Review Board's determination shall be permitted, including review, appeal or reconsideration by the Review Board or any other arbitrators. The parties agree to faithfully observe the provisions of this Article 7 and the Commercial Arbitration Rules, and the parties agree to abide by and perform any award rendered by the Review Board.

7.18. No Precedent . No decision, interpretation, determination, analysis, statement, award or other pronouncement of a Review Board shall constitute precedent in regard to any subsequent proceeding (whether or not such proceeding involves dispute resolution under this Agreement), nor shall any Review Board be bound to follow any decision, interpretation, determination, analysis, statement, award or other pronouncement rendered by any previous Review Board or any other previous dispute resolution panel that may have convened in connection with a transaction involving other failed financial institutions or Federal assistance transactions.

7.19. Confidentiality; Proceedings, Information and Documents . No arbitration held pursuant to this Article 7 shall be public or accessible to any person other than the parties and their representatives, the Review Board and witnesses participating in the arbitration (and then, only to the extent of their participation). Each party and each Member shall strictly maintain the confidentiality of all issues, disputes, arguments, positions and interpretations of any such proceeding, as well as all testimony, pleadings, filings, discovery, information, attachments, enclosures, exhibits, summaries, compilations, studies, analyses, notes, documents, statements, schedules and other similar items associated therewith (" Confidential Information "), in accordance with the provisions of ADRA. In the event that disclosure of Confidential Information is required pursuant to law, rule or regulation, or in the event that disclosure is required pursuant to statute or court determination as provided by ADRA, then to the extent reasonably practicable, the person required to make the disclosure shall provide the other party or parties with written notice of such disclosure within one (1) Business Day following the request that it make such disclosure, and in any event prior to making such disclosure, so that the other party or parties may seek a protective order.

7.20. Confidentiality of Arbitration Award . Notwithstanding the provisions of Section 7.19, no party has any duty of confidentiality with respect to any arbitration award made pursuant to this Article 7.

7.21. Extension of Time Periods . The parties may extend any period of time provided in this Article 7 by mutual agreement.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-23

Sun Security Bank

Ellington, Missouri

7.22. Venue . The arbitration shall take place at such location as the parties thereto may mutually agree, but if they cannot agree, then it will take place at the offices of the Corporation in Washington, D.C., or Arlington, Virginia.

ARTICLE 8. DEFINITIONS . The capitalized terms used in this Agreement shall have the meanings defined or referenced in this Article 8.

" AAA " has the meaning set forth in Section 7.6(c).

" Accounting Records " means Records including, but not limited to, corporate minutes, general ledger and subsidiary ledgers and schedules which support general ledger balances.

" Accrued Interest " means, for any Shared-Loss Loan, the amount of accrued earned and unpaid interest, taxes, credit life and/or disability insurance premiums (if any) payable by the Obligor, all as reflected on the Accounting Records of the Failed Bank or the Assuming Institution (as applicable) at the note rate specified in the applicable loan documents, for no more than a maximum of ninety (90) days.

" ADRA " has the meaning set forth in Section 7.3.

" Affiliate " has the meaning set forth in the Purchase and Assumption Agreement; provided that, for purposes of this Agreement, no Third Party Servicer appointed by an Affiliate shall be deemed to be an Affiliate of the Assuming Institution solely by virtue of that appointment.

" Agreement " has the meaning set forth in Recital A.

" Applicable Percentage " is eighty percent (80%) for the Tranche 1 Amount and eighty percent (80%) for the Tranche 2 Amount.

" Arbitration Administrator " has the meaning set forth in Section 7.6(f).

" Arbitration Hearing " has the meaning set forth in Section 7.10(c).

" Assets " has the meaning set forth in the Purchase and Assumption Agreement.

" Assuming Institution " has the meaning set forth in the Purchase and Assumption Agreement.

" Bank Closing Date " has the meaning set forth in the Purchase and Assumption Agreement.

" Bank Premises " has the meaning set forth in the Purchase and Assumption Agreement.

" Book Value " has the meaning set forth in the Purchase and Assumption Agreement.

" Business Day " has the meaning set forth in the Purchase and Assumption Agreement.

“Charge-Of” means, for any period with respect to a particular Shared-Loss Loan, the amount of a loan or portion of a loan classified as "Loss" under the Examination Criteria as effected by the Assuming Institution and reflected on its Accounting Records for such period,

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-24

Sun Security Bank

Ellington, Missouri

consisting solely of a charge-off of the following:

(a) the principal amount of such Shared-Loss Loan net of unearned interest;

(b) a write-down associated with Shared-Loss Loans, ORE or loan modification(s);

(d) capitalized expenditures.

No Charge-Off shall be taken with respect to any anticipated expenditure by the Assuming Institution until such expenditure is actually incurred.

Losses incurred on the sale or other disposition of Shared-Loss Loans to any Person shall not constitute Charge-Offs except for: (i) sales duly conducted in accordance with the provisions of Sections 4.1(a) and 4.1(b), (ii) the sale or other disposition of ORE to a Person other than an Affiliate of the Assuming Institution which was conducted in a commercially reasonable and prudent manner and (iii) other sales or dispositions, if any, with respect to which the Receiver granted prior consent.

" Chartering Authority " has the meaning set forth in the Purchase and Assumption Agreement.

" Claimant Party " has the meaning set forth in Section 7.6(a).

" Collections on Fully Charged-Off Assets " means fifty per cent (50%) of collections on Fully Charged-Off Assets less fifty per cent (50%) of any expenses attributable to Fully Charged-Off Assets.

" Commencement Date " means the first day following the Bank Closing Date.

" Commercial Agreement " means, if any, the Commercial Shared-Loss Agreement and the Exhibits thereto attached to the Purchase and Assumption Agreement as Exhibit 4.15B and entered into of even date with this Agreement between among Receiver, Corporation and the Assuming Institution.

" Commercial Arbitration Rules " has the meaning set forth in Section 7.9.

" Commitment " has the meaning set forth in the Purchase and Assumption Agreement.

" Confidential Information " has the meaning set forth in Section 7.19.

" Corporation " has the meaning set forth in the Purchase and Assumption Agreement.

" Covered Gain " has the meaning set forth in Section 2.3(b).

" Covered Loss " has the meaning set forth in Section 2.3(a).

" Cumulative Loss Amount " means the sum of all Monthly Loss Amounts minus the sum of (a) all Recovery Amounts plus (b) all Collections on Fully Charged-Off Assets.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-25

Sun Security Bank

Ellington, Missouri

" Customary Servicing Procedures " means procedures (including collection procedures) that the Assuming Institution (or, to the extent that a Third Party Servicer is appointed in accordance with Section 3.3, the Third Party Servicer) customarily employs and exercises in servicing and administering mortgage loans for its own accounts and the servicing procedures established by the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation (as in effect from time to time), which are in accordance with accepted mortgage servicing practices of prudent lending institutions and all applicable laws and regulations.

" Deficiency Loss " means, pursuant to the final determination by a court in a bankruptcy proceeding that the value of the collateral is less than the amount of the related Shared-Loss Loan, the difference between the then unpaid principal balance on the Shared-Loss Loan (or the net present value of a modified Shared-Loss Loan that defaults) and the value of the collateral so established.

" Dispute Item " has the meaning set forth in Section 7.1(b).

" Examination Criteria " means the loan classification criteria employed by, and any applicable regulations of, the Assuming Institution's Chartering Authority at the time an action is taken, as such criteria may be amended from time to time.

" Failed Bank " has the meaning set forth in the Purchase and Assumption Agreement.

" Failed Bank Charge-Offs " means, with respect to any Asset, an amount equal to the aggregate reversals or charge-offs of Accrued Interest and charge-offs and write-downs of principal effected by the Failed Bank with respect to that Asset as reflected on the Accounting Records of the Failed Bank.

" Federal Arbitration Act " has the meaning set forth in Section 7.9.

" FDIC " means the Federal Deposit Insurance Corporation, in any capacity, as appropriate.

" FDIC Party " has the meaning set forth in Section 7.2.

" Final Shared-Loss Month " means the calendar month in which the Termination Date occurs.

" Fixtures " has the meaning set forth in the Purchase and Assumption Agreement.

" Foreclosure Loss " means the loss realized when the Assuming Institution has completed the foreclosure on a Shared-Loss Loan and has realized final recovery on the collateral through liquidation and recovery of all insurance proceeds. Each Foreclosure Loss shall be calculated in the form and determined in accordance with the methodologies set forth in Exhibits 2c(1)-(3).

" Fully Charged-Off Assets " means Assets subject to Failed Bank Charge-Offs that were completely charged-off by the Failed Bank and had a Book Value of zero on the Bank Closing Date.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-26

Sun Security Bank

Ellington, Missouri

" Holding Company " means any company owning Shares of the Assuming Institution that is a holding company pursuant to the Bank Holding Company Act of 1956, 12 U.S.C. 1841 et seq. or the Home Owners' Loan Act, 12 U.S.C. 1461 et seq.

" Home Equity Loan " means a Loan or the funded or unfunded portions of a line of credit secured by a mortgage on a one-to-four-family residence or stock of a cooperative housing association in respect of which the Failed Bank did not have a first lien on the same property as collateral.

" Home Equity Loan Loss " means the loss on a Home Equity Loan calculated in the form and determined in accordance with the charge-off policies of and the loan classification criteria employed by the Assuming Institution's Chartering Authority as set forth in Exhibit 2d(1).

" Investor-Owned Residential Loan " means a Loan, excluding advances made pursuant to a Home Equity Loan, that is secured by a mortgage on a one-to-four family residence or stock of a cooperative housing association that is not owner-occupied or the borrower's primary residence.

" Intrinsic Loss Estimate " is One Hundred Thirteen Million Five Hundred Two Thousand One Hundred Forty Seven Dollars ($113,502,147.00).

" Loan " has the meaning set forth in the Purchase and Assumption Agreement.

" Loan Records " means the subsidiary systems of record on which the loan history and balance of each Shared-Loss Loan is maintained; individual loan files containing either an original or copies of documents that are customary and reasonable with respect to loan servicing, including management and disposition of ORE; the records documenting alternatives considered with respect to loans in default or for which a default is reasonably foreseeable; records of loss calculations and supporting documentation with respect to line items on the loss calculations; and monthly delinquency reports and other performance reports customarily utilized by the Assuming Institution in management of loan portfolios.

" Loan Sale Loss " means the loss realized on a sale of a Shared-Loss Loan in pursuant to Section 4.1(a).

" Loss " means a Foreclosure Loss, Restructuring Loss, Short-Sale Loss, Loan Sale Loss, Modification Default Loss, Deficiency Loss or Home Equity Loan Loss.

" Loss Amount " means the dollar amount of any Loss incurred and reported on the Monthly Certificate for a Shared-Loss Loan.

" Management Standards " has the meaning set forth in Section 3.1.

" Member " has the meaning set forth in Section 7.10.

" Modification Default Loss " means the loss calculated in the form and determined accordance with the methodologies set forth in Exhibits 2a(1)-(3) for Single Family Shared-Loss Loans previously modified pursuant to this Agreement that subsequently default and result in a Foreclosure Loss, a Short Sale Loss or a Deficiency Loss.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-27

Sun Security Bank

Ellington, Missouri

" Modification Guidelines " has the meaning set forth in Section 2.4(c).

" Monthly Certificate " means a certificate or certificates, signed by an officer of the Assuming Institution involved in, or responsible for, the administration and servicing of the Shared-Loss Loans, whose name appears on a list provided to the Receiver (as updated by the Assuming Institution as needed from time to time) of servicing officers and the related supporting documentation, setting forth in such form and detail as the Receiver may specify from time to time the items set forth in Section 5.2.

" Monthly Loss Amount " means the sum of all Restructuring Losses, Deficiency Losses, Modification Default losses, Short-Sale Losses, Foreclosure Losses, Home Equity Loan Losses, Loan Sale Losses and losses on Investor-Owned Residential Loans realized by the Assuming Institution for any Shared-Loss Month.

" Net Loss Amount " means the sum of all Covered Losses less all Covered Gains pursuant to the Commercial Shared-Loss Agreement, plus the Cumulative Loss Amount under and as defined in the Single Family Agreement.

" Neutral Member " has the meaning set forth in Section 7.10(a)(ii).

" Notice of Dispute " has the meaning set forth in Section 7.3.

" Obligor " has the meaning set forth in the Purchase and Assumption Agreement.

" ORE " means the following Assets that (a) are owned by the Failed Bank as of the Bank Closing Date and purchased pursuant to the Purchase and Assumption Agreement or (b) have been acquired subsequent to the Bank Closing Date from the collection or settlement by the Assuming Institution of a Shared-Loss Loan, including, without limitation, any assets which have been fully or partially charged-off on the books and records of the Failed Bank or the Assuming Institution:

	(i) interests in real estate (other than Bank Premises and Fixtures), including but not limited to mineral rights, leasehold rights, condominium and cooperative interests, air rights and development rights; and
	(ii) other assets (whether real property, furniture, fixtures or equipment and, at the option of the Receiver, other personal property) acquired by foreclosure of ORE or in full or partial satisfaction of judgments or indebtedness.

" Party-Appointed Arbitrator " has the meaning set forth in Section 7.10(a)(ii).

" Person " has the meaning set forth in the Purchase and Assumption Agreement.

" Receiver " has the meaning set forth in the Purchase and Assumption Agreement. "Record" has the meaning set forth in the Purchase and Assumption Agreement.

" Recovery Amount " means, with respect to any period prior to the Termination Date, the amount of funds received by the Assuming Institution that are (i) gains on a Foreclosure Loss or Short-Sale Loss calculated in accordance with the methodology set forth in Exhibits 2c(1)-(3)

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-28

Sun Security Bank

Ellington, Missouri

or Exhibits 2b(1)-(3) respectively, (ii) gains realized from a sale of Shared-Loss Loans pursuant to Sections 4 1(a) and 4.1(b) for which the Assuming Institution has previously received a Restructuring Loss payment from the Receiver or (iii) incentive payments from national programs paid to an investor or borrower on loans that have been modified or otherwise treated in accordance with Exhibit 5 .

" Related Loan " means a loan or extension of credit held by the Assuming Institution at any time on or prior to the end of the Final Shared-Loss Month that is:

(a) made to an Obligor of a Shared-Loss Loan; or

(b) attributable to the same primary Obligor with respect to any Loan described at paragraph (a) under the applicable rules of the Assuming Institution's Chartering Authority concerning the legal lending limits of financial institutions organized under its jurisdiction as in effect on the Commencement Date.

" Respondent Party " has the meaning set forth in Section 7.6(b).

" Restructured Loan " means a Shared-Loss Loan for which the Assuming Institution has received a Restructuring Loss payment from the Receiver, and may apply to owner-occupied and investor-owned residences.

" Restructuring Loss " means the loss on a modified Loan or a Restructured Loan represented by the difference between (a) the principal, Accrued Interest, tax and insurance advances, third party or other fees due on such loan prior to the modification or restructuring and (b) the net present value of estimated cash flows on the modified or restructured loan, discounted at the Then-Current Interest Rate. Each Restructuring Loss shall be calculated in the form and determined in accordance with the methodologies set forth in Exhibits 2a(1)-(3) , as applicable.

" Review Board " has the meaning set forth in Section 7.10.

" Settlement Interest Rate " has the meaning set forth in the Purchase and Assumption Agreement.

" Shared-Loss Loan " means any or all of a Single Family Shared-Loss Loan, Investor-Owned Residential Loan, Restructured Loan or Home Equity Loan and any Commitment with respect to those loans or any ORE resulting from foreclosure on such loans, as applicable.

" Shared-Loss Month " means each calendar month commencing on the first day of each month following the Commencement Date and ending on the Termination Date, except that the first Shared-Loss Month shall begin on the Commencement Date and end on the last day of that month.

" Shares " means common stock and any instrument which is, or may become, convertible into common stock.

" Short-Sale Loss " means the loss resulting from the Assuming Institution's acceptance from a mortgagor of a payoff in an amount less than the balance due on a Loan (including the costs of any cash incentives to the borrower to agree to such sale or to maintain the property

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-29

Sun Security Bank

Ellington, Missouri

pending such sale), provided that each Short-Sale Loss shall be calculated in the form and determined in accordance with the methodologies set forth in Exhibits 2b(1)-(3) .

" Single Family Shared-Loss Loan " means a single family one-to-four owner-occupied residential mortgage loan, excluding a Home Equity Loan, that is secured by a mortgage on a one-to four family residence or stock of a cooperative housing association.

" Termination Date " means the last day of the month in which the tenth (10th) anniversary of the Commencement Date occurs.

" Then-Current Interest Rate " means the most recently published Primary Mortgage Market Survey® (PMMS) for 30-year fixed-rate loans, or such other interest rate approved by the Receiver.

" Third Party Servicer " means any servicer appointed from time to time by the Assuming Institution, which may include an Affiliate of the Assuming Institution, to service the Shared-Loss Loans on behalf of the Assuming Institution.

" Tranche 1 Amount " means a Net Loss Amount up to and including One Hundred Thirteen Million Five Hundred Two Thousand One Hundred Forty Seven Dollars ($113,502,147.00).

" Tranche 2 Amount " means a Net Loss Amount in excess of the Tranche 1 Amount.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-30

Sun Security Bank

Ellington, Missouri

EXHIBIT 1

MONTHLY CERTIFICATE

Note: This is an example only and not representative of any transaction.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-31

Sun Security Bank

Ellington, Missouri

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-32

Sun Security Bank

Ellington, Missouri

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-33

Sun Security Bank

Ellington, Missouri

EXHIBIT 2a(1)

CALCULATION OF RESTRUCTURING LOSS

HAMP OR FDIC LOAN MODIFICATION

(Loan Written Down to Book Value Prior to Loss Share)

Note: This is an example only and not representative of any transaction.

1	Shared-Loss Month	20100831
2	Loan no:	123456
3	Modification Program:	HAMP
	Loan before Restructuring
4	Unpaid principal balance	450000
50	Net Book Value per Schedule 4.15A	375000
51	Less: Post closing principal payments	2500
5	Remaining term	298
6	Interest rate	0.06500
7	Next ARM reset rate (if within next 4 months)	0.00000
8	Interest Paid-To-Date	20091230
9	Delinquency Status
10	Monthly payment - P&I	2539
11	Monthly payment - T&I	200
	Total monthly payment	2739
12	Household current annual income	55000
13	Valuation Date	20100901
14	Valuation Amount	350000
15	Valuation Type (INT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV)	AVM
	Terms of Modified/Restructured Loan
16	1st Trial Payment Due Date	20090119
17	Modification Effective Date	20090419
	Net Unpaid Principal Balance (net of forbearance & principal
18	reduction)	403147
19	Principal forbearance	60040
20	Principal reduction	0
21	Product (fixed or step)	step
22	Remaining amortization term	480
23	Maturity date	20490119
24	Interest rate	0.02000
25	Next Payment due date	20090601
26	Monthly payment - P&I	1221
27	Monthly payment - T&I	200
	Total monthly payment	1421
28	Next reset date	20140501
29	Interest rate change per adjustment	0.01000
30	Lifetime interest rate cap	0.05530
31	Back end DTI	0.45000

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-34

Sun Security Bank

Ellington, Missouri

	Restructuring Loss Calculation
50- 51	Net Book Value Less Principal Payments	372500
35	Attorneys' fees	0
36	Foreclosure costs, including title search, filing fees, advertising, etc.	500
37	Property protection costs, maint and repairs	0
38	Tax and insurance advances	2500
	Other Advances
39	Appraisal/Broker's Price Opinion fees	100
40	Inspections	0
41	Other	0
	Gross balance recoverable by Assuming Institution	375600

	Cash Recoveries:

52	MI Claim Date	20090119
53	MI Claim Amount	252000
54	MI Response Date	20090519
42	MI Contribution	0
43	Other credits	0
44	T & I escrow account balances, if positive	0
	Total Cash Recovery	0

	Assumptions for Calculating Loss Share Amount, Restructured Loan:

45	Discount rate for projected cash flows	0.05530
46	Loan prepayment in full	120
47	NPV of projected cash flows (see amort schdl )	364556

48	Loss Amount	11044

Note: If the calculated Loss Amount is negative, meaning loss event proceeds are greater than the gross balance recoverable by the Assuming Institution, the claim is considered a recovery and reduces the total reported loss claim amount prior to applying the Applicable Percentage. If the total amount of the Certificate loss claim is negative, the payment amount due the FDIC is calculated by applying the Applicable Percentage.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-35

Sun Security Bank

Ellington, Missouri

EXHIBIT 2a(2)

CALCULATION OF RESTRUCTURING LOSS

HAMP OR FDIC LOAN MODIFICATION

(No Preceding Loan Restructure Under Loss Share)

Note: This is an example only and not representative of any transaction.

1	Shared-Loss Month	20090531
2	Loan no:	123456
3	Modification Program:	HAMP
	Loan before Restructuring
4	Unpaid principal balance	450000
5	Remaining term	298
6	Interest rate	0.06500
7	Next ARM reset rate (if within next 4 months)	0.00000
8	Interest Paid-To-Date	20091230
9	Delinquency Status
10	Monthly payment - P&I	3047
11	Monthly payment - T&I	200
	Total monthly payment	3247
12	Household current annual income	55000
13	Valuation Date	20100901
14	Valuation Amount	350000
	Valuation Type (INT, EXTP, AVM, BPO, DA, DB, FA, PAU and
15	TV)	AVM
	Terms of Modified/Restructured Loan
16	1st Trial Payment Due Date	20090119
17	Modification Effective Date	20090419
	Net Unpaid Principal Balance (net of forbearance & principal
18	reduction)	403147
19	Principal forbearance	60040
20	Principal reduction	0
21	Product (fixed or step)	step
22	Remaining amortization term	480
23	Maturity date	20490119
24	Interest rate	0.02000
25	Next Payment due date	20090601
26	Monthly payment - P&I	1221
27	Monthly payment - T&I	200
	Total monthly payment	1421
28	Next reset date	20140501
29	Interest rate change per adjustment	0.01000
30	Lifetime interest rate cap	0.05530
31	Back end DTI	0.45000
	Restructuring Loss Calculation

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-36

Sun Security Bank

Ellington, Missouri

same as 4 above	Unpaid Principal Balance before restructuring/modification	450000
34	Accrued interest, limited to 90 days	7313
35	Attorneys’ fees	0
36	Foreclosure costs, including title search, filing fees, advertising, etc.	500
37	Property protection costs, maint. and repairs	0
38	Tax and insurance advances	2500
	Other Advances	100
39	Appraisal/Broker’s Price Opinion fees	100
40	Inspections	0
41	Other	0
	Gross balance recoverable by Assuming Institution	460413

	Cash Recoveries:
52	MI Claim Date	20090119
53	MI Claim Amount	370000
54	MI Response Date	20090519
42	MI Contribution	0
43	Other credits	0
44	T & I escrow account balances, if positive	0
	Total Cash Recovery	0

	Assumptions for Calculating Loss Share Amount, Restructured Loan:

45	Discount rate for projected cash flows	0.05530
46	Loan prepayment in full	120
47	NPV of projected cash flows (see amort schd2)	364556

48	Loss Amount	95856

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-37

Sun Security Bank

Ellington, Missouri

EXHIBIT 2a(3)

CALCULATION OF RESTRUCTURING LOSS

2ND FDIC RESTRUCTURING

Note: This is an example only and not representative of any transaction.

Restructure after Covered Loan Restructuring

1	Shared-Loss Month	20090531
2	Loan no:	123456
3	Modification Program:	FDIC
	Loan before Restructuring
4	Unpaid principal balance	450000
5	Remaining term	298
6	Interest rate	0.06500
7	Next ARM reset rate (if within next 4 months)	0.00000
8	Interest Paid-To-Date	20091230
9	Delinquency Status
10	Monthly payment - P&I	3047
11	Monthly payment - T&I	200
	Total monthly payment	3247
12	Household current annual income	55000
13	Valuation Date	20100901
14	Valuation Amount	350000
15	Valuation Type (INT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV)	AVM
	Terms of Modified/Restructured Loan
16	1st Trial Payment Due Date	20090201
17	Modification Effective Date	20090501
18	Net Principal balance (net of forbearance & principal reduction)	403147
19	Principal forbearance	60040
20	Principal reduction	0
21	Product (fixed or step)	step
22	Remaining amortization term	480
23	Maturity date	20490501
24	Interest rate	0.02000
25	Next Payment due date	20090601
26	Monthly payment - P&I	1221
27	Monthly payment - T&I	200
	Total monthly payment	1421
28	Next reset date	20140501
29	Interest rate change per adjustment	0.01000
30	Lifetime interest rate cap	0.05530
31	Back end DTI	0.45000
	Restructuring Loss Calculation
32	Previous NPV of loan modification	458740

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-38

Sun Security Bank

Ellington, Missouri

33	Less: Post modification principal payments	2500
	Plus:
35	Attorneys' fees	0
36	Foreclosure costs, including title search, filing fees, advertising, etc.	500
37	Property protection costs, maint. and repairs	0
38	Tax and insurance advances	2500
	Other Advances
39	Appraisal/Broker's Price Opinion fees	100
40	Inspections	0
41	Other	0
	Gross balance recoverable by Assuming Institution	459340
	Cash Recoveries:
52	MI Claim Date	20090119
53	MI Claim Amount	0
54	Ml Response Date	20090519
42	MI contribution	0
43	Other credits	0
44	T & I escrow account balances, if positive	0
	Total Cash Recovery	0
	Assumptions for Calculating Loss Share Amount, Restructured Loan:
45	Discount rate for projected cash flows	0.05530
46	Loan prepayment in full	120
47	NPV of projected cash flows (see amort schd3)	364556
48	Loss Amount	94784

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-39

Sun Security Bank

Ellington, Missouri

Notes to Exhibits 2a (Restructuring)

1.	The data shown are for illustrative purposes.
2.	The Covered Loss is the difference between the gross balance recoverable by the Assuming Institution and the total cash recovery. There are three methods of calculation for Restructuring Loss:

	a.	Use Exhibit 2a(1) for loans written down to book value prior to the Bank Closing Date (based on the loan balance specified on Schedule 4.15A) less any post closing principal payments.
	b.	If a Restructuring Loss has already been processed for the loan, use Exhibit 2a(3) . This version uses the Net Present Value (NPV) of the modified loan as the starting point for the Covered Loss.
	c.	Otherwise, use Exhibit 2a(2) . The unpaid balance of the loan as of the last payment date is the starting point for this Restructuring Loss calculation.

3.	The gross balance recoverable by the Assuming Institution (shown after line 41) is calculated as: the sum of lines 50-51, and 35-41 for Exhibit 2a(1) , the sum of lines 4, and 34-41 for Exhibit 2a(2) , line 32 minus line 33 plus lines 35-41 for Exhibit 2a(3) . Costs specified in lines 35-41 must be related to the second restructuring.
4.	For all Exhibits 2a , the Assuming Institution's (or Third Party Servicer's) reasonable and customary out-of-pocket costs paid to either a third party or an Affiliate for foreclosure, property protection and maintenance costs, repairs, assessments, taxes, insurance and similar items are treated as part of the gross recoverable balance, to the extent they are not paid from funds in the borrower's escrow account, and are limited to amounts specified in Federal National Mortgage Association or Federal Home Loan Mortgage Corporation guidelines (as in effect from time to time).
5.	For all Exhibits 2a , the total cash recovery is calculated as the sum of the lines 52-54 and 42-44.
6.	For purposes of loss sharing, Losses on Restructured Loans are calculated as the difference between the gross balance recoverable by the Assuming Institution and the Net Present Value (NPV) of the estimated cash flows (line 47). The cash flows should assume no default or prepayment for ten years, followed by prepayment in full at the end of ten (10) years (one hundred twenty (120) months).
7.	Reasonable and customary third party attorneys' fees and expenses incurred by or on behalf of the Assuming Institution in connection with any enforcement procedures, or otherwise with respect to such loan, are reported under attorneys' fees.
8.	For owner-occupied residential loans, the NPV is calculated using then current Primary Mortgage Market Survey® (PMMS) for 30-year fixed-rate loans as of the restructuring date.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-40

Sun Security Bank

Ellington, Missouri

9.	For Investor-Owned Residential Loans or non-owned occupied residential loans, the Assuming Institution may propose a commercially reasonable discount rate for the NPV calculation.
10.	If the new loan is an adjustable-rate loan, interest rate resets and related cash flows should be projected based on the index rate in effect at the date of the loan restructuring. If the restructured loan otherwise provides for specific changes in monthly principal and interest ("P&I") payments over the term of the loan, those changes should be reflected in the NPV. The Assuming Institution must retain the supporting schedules of NPV as required by Section 5.2 of the Single Family Shared-Loss Agreement and provide it to the FDIC if requested for a sample audit.
11.	Do not include late fees, prepayment penalties, or any similar lender fees or charges by the Failed Bank or Assuming Institution to the loan account, any allocation of the Assuming Institution's servicing costs, or any allocations of the Assuming Institution's general and administrative (G&A) or other operating costs.
12.	If Exhibit 2a(1) or 2a(3) is used, then no Accrued Interest may be included as a Covered Loss. Otherwise, the amount of Accrued Interest that may be added to the balance of the loan is limited to the minimum of:

	a.	ninety (90) days;
	b.	the number of days that the loan is delinquent at the time of restructuring; or
	c.	the number of days between the resolution date and the restructuring.

To calculate Accrued Interest, apply the note interest rate that would have been in effect if the loan were perfoiming to the principal balance after application of the last payment made by the borrower.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-41

Sun Security Bank

Ellington, Missouri

EXHIBIT 2b(1)

CALCULATION OF SHORT-SALE LOSS

(WRITTEN DOWN TO BOOK VALUE)

Note: This is an example only and not representative of any transaction.

Exhibit 2b(1)

CALCULATION OF LOSS FOR SHORT SALE LOANS

Loan written down to book value prior to Loss Share

1	Shared-Loss Month:	20090531
2	Loan #	62201
3	Interest Paid-to-Date	20071130
4	Short Payoff Date	20090522
5	Note Interest rate	0.08500
6	Occupancy	Owner
	If owner occupied:
7	Household current annual income	45000
8	Estimated NPV of loan mod	220000
9	Valuation Date	20090121
10	Valuation Amount	300000
11	Valuation Type (INT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV)	EXT
	Short-Sale Loss calculation
13	Net Book Value per Schedule 4.15A	300000
14	Less: Post closing principal payments	0
17	Accrued interest, limited to 90 days	6375
18	Attorneys' fees	75
19	Foreclosure costs, including title search, filing fees, advertising, etc.	0
	Property protection costs, maint., repairs and any costs or expenses
20	relating to environmental conditions	0
21	Tax and insurance advances	0
	Other Advances
22	Appraisal/Broker's Price Opinion fees	250
23	Inspections	600
24	Other	0
25	Incentive to borrower	5000
	Gross balance recoverable by Assuming Institution	312300
	Cash Recoveries:
26	Amount accepted in Short-Sale (proceeds gross of claimed amounts)	275000
27	Hazard Insurance	0
33	MI Claim Date	20090119
34	MI Claim Amount	0
35	Ml Response Date	20090519
28	Mortgage Insurance	0
29	T & I escrow account balance, if positive	0

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-42

Sun Security Bank

Ellington, Missouri

30	Other credits, if any (itemize)	0
	Total Cash Recovery	275000

31	Loss Amount	112066

'Costs with respect to environmental remediation activities are limited to $200,000 unless prior consent of the FDIC

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-43

Sun Security Bank

Ellington, Missouri

EXHIBIT 2b(2)

CALCULATION OF LOSS FOR SHORT-SALE LOANS

(NO PRECEDING LOAN MODIFICATION UNDER LOSS SHARE)

Note: This is an example only and not representative of any transaction.

Exhibit 2b(2)

CALCULATION OF LOSS FOR SHORT SALE LOANS

No Preceding Loan Restructure under Loss Share

1	Shared-Loss Month:	20090531
2	Loan #	58776
3	Interest Paid-to-Date	20080731
4	Short Payoff Date	20090417
5	Note Interest rate	0.07750
6	Occupancy	Owner
	If owner occupied:
7	Household current annual income	38500
8	Estimated NPV of loan mod	200000
9	Valuation Date	20090121
10	Valuation Amount	300000
11	Valuation Type (INT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV)	EXT
	Short-Sale Loss calculation
12	Loan UPB	375000
17	Accrued interest, limited to 90 days	7266
18	Attorneys' fees	0
19	Foreclosure costs, including title search, filing fees, advertising, etc.	400
	Property protection costs, maint., repairs and any costs or expenses
20	relating to environmental conditions	1450
21	Tax and insurance advances	0
	Other Advances
22	Appraisal/Broker's Price Opinion fees	350
23	Inspections	600
24	Other	0
25	Incentive to borrower	2000
	Gross balance recoverable by Assuming Institution	387066
	Cash Recoveries:
26	Amount accepted in Short-Sale (proceeds gross of claimed amounts)	275000
27	Hazard Insurance	0
33	MI Claim Date	20090119
34	MI Claim Amount	0
35	Ml Response Date	20090519
28	Mortgage Insurance	0
29	T & I escrow account balance, if positive	0

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-44

Sun Security Bank

Ellington, Missouri

30	Other credits, if any (itemize)	0
	Total Cash Recovery	275000

31	Loss Amount	112066

'Costs with respect to environmental remediation activities are limited to $200,000 unless prior consent of the FDIC

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-45

Sun Security Bank

Ellington, Missouri

EXHIBIT 2b(3)

CALCULATION OF LOSS FOR SHORT-SALE LOANS

(AFTER A COVERED LOAN MODIFICATION)

Note: This is an example only and not representative of any transaction.

Exhibit 2b(3)

CALCULATION OF LOSS FOR SHORT SALE LOANS

Short-Sale after Covered Loan Restructuring

1	Shared-Loss Month:	20090531
2	Loan #	20076
3	Interest paid-to-date	20080930
4	Short Payoff Date	20090402
5	Note Interest rate	0.07500
9	Valuation Date	20090121
10	Valuation Amount	230000
11	Valuation Type (INT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV)	EXT
	Short-Sale Loss calculation
15	NPV of projected cash flows at first loan mod	311000
16	Less: Post modification principal payments	1000
	Plus:
18	Attorneys' fees	0
19	Foreclosure costs, including title search, filing fees, advertising, etc.	0
	Property protection costs, maint., repairs and any costs or expenses
20	relating to environmental conditions	0
21	Tax and insurance advances	0
	Other advances
22	Appraisal/Broker's Price Opinion fees	350
23	Inspections	600
24	Other	0
25	Incentive to borrower	3500
	Gross balance recoverable by Assuming Institution	314450
	Cash Recoveries:
26	Amount accepted in Short-Sale (proceeds gross of claimed amounts)	210000
27	Hazard Insurance	0
33	MI Claim Date	19000100
34	MI Claim Amount	0
35	MI Response Date	19000100
28	Mortgage Insurance	0
29	T & I escrow account balance, if positive	400
30	Other credits, if any (itemize)	0
	Total Cash Recovery	210400

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-46

Sun Security Bank

Ellington, Missouri

Loss Amount

112066

'Costs with respect to environmental remediation activities are limited to $200,000 unless prior consent of the FDIC

Note: If the calculated Loss Amount is negative, meaning loss event proceeds are greater than the

gross balance recoverable by the Assuming Institution, the claim is considered a recovery and reduces the total reported loss claim amount prior to applying the Applicable Percentage. If the total amount of the Certificate loss claim is negative, the payment amount due the FDIC is calculated by applying the Applicable Percentage.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-47

Sun Security Bank

Ellington, Missouri

Notes to Exhibits 2b (Short-Sale)

1.	The data shown are for illustrative purposes.
2.	The Covered Loss is the difference between the gross balance recoverable by Assuming Institution and the total cash recovery. There are three methods of calculation for Short-Sale Loss, depending upon the circumstances:

	a.	Use Exhibit 2b(1) for loans written down to book value prior to bank failure (based on the loan balance specified on Schedule 4.15A ) less any post closing principal payments.
	b.	If a Restructuring Loss was submitted prior to the short sale, use Exhibit 2b(3) . This version uses the Net Present Value (NPV) of the modified loan as the starting point for the Covered Loss less post-modification principal payments.
	c.	Otherwise, use Exhibit 2b(2) . The unpaid balance of the loan as of the last payment date is the starting point for this Short-Sale Loss calculation.

3.	The gross balance recoverable by the Assuming Institution (shown after line 25) is calculated as: line 13 minus line 14 plus lines 18-25 for Exhibit 2b(1) , the sum of lines 12, 17-25 for Exhibit 2b(2) , line 15 minus line 16 plus lines 18-25 for Exhibit 2b(3) .
4.	For all Exhibits 2b , the Assuming Institution's (or Third Party Servicer's) reasonable and customary out-of-pocket costs paid to either a third party or an Affiliate for foreclosure, property protection and maintenance costs, repairs, assessments, taxes, insurance and similar items are treated as part of the gross recoverable balance, to the extent they are not paid from funds in the borrower's escrow account, and are limited to amounts specified in Federal National Mortgage Association or Federal Home Loan Mortgage Corporation guidelines (as in effect from time to time).
5.	The total cash recovery is calculated as the sum of lines 26-30 for all Exhibits 2b and is shown after line 30.
6.	Reasonable and customary third party attorneys' fees and expenses incurred by on or behalf of the Assuming Institution in connection with any enforcement procedures, or otherwise with respect to such loan, are reported under attorneys' fees.
7.	Do not include late fees, prepayment penalties or any similar lender fees or charges by the Failed Bank or the Assuming Institution to the loan account, any allocation of the Assuming Institution's servicing costs, or any allocations of the Assuming Institution's general and administrative (G&A) or other operating costs.
8.	Net liquidation proceeds are gross of any claimed amounts and Accrued Interest amounts.
9.	If Exhibit 2b(1) or 2b(3) is used, then no Accrued Interest may be included as a Covered Loss. Otherwise, the amount of Accrued Interest that may be included as a Covered Loss is limited to the minimum of:

ninety (90) days;

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-48

Sun Security Bank

Ellington, Missouri

	b.	the number of days that the loan is delinquent when the property was sold; or
	c.	the number of days between the resolution date and the date when the property was sold.

To calculate Accrued Interest, apply the note interest rate that would have been in effect if the loan were performing to the principal balance after application of the last payment made by the borrower.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-49

Sun Security Bank

Ellington, Missouri

EXHIBIT 2c(1)

CALCULATION OF FORECLOSURE LOSS

(ORE OR FORECLOSURE OCCURRED PRIOR TO LOSS SHARE AGREEMENT)

Note: This is an example only and not representative of any transaction.

Exhibit 2c(1)

CALCULATION OF FORECLOSURE LOSS

Loan written down to book value prior to Loss Share

1	Shared-Loss Month	20090630
2	Loan no:	364574
3	Interest Paid-To-Date	20071001
4	Foreclosure sale date	20080202
5	Liquidation date	20090412
6	Note Interest rate	0.08100
10	Valuation Date	20090121
11	Valuation Amount	228000
12	Valuation Type (INT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV)	INT
	Foreclosure Loss calculation
13	Net Book Value per Schedule 4.15A	244900
14	Less: Post closing principal payments	0
	Costs incurred after Loss Share agreement in place:
19	Attorneys' fees	0
20	Foreclosure costs, including title search, filing fees, advertising, etc.	0
21	Property protection costs, maint. and repairs	6500
22	Tax and insurance advances	0
	Other Advances
23	Appraisal/Broker's Price Opinion fees	0
24	Inspections	0
25	Other	0
	Gross balance recoverable by Assuming Institution	251400
	Cash Recoveries:
26	Net liquidation proceeds (from HUD-1 sett) stmt)	219400
27	Hazard Insurance proceeds	0
33	MI Claim Date	19000100
34	MI Claim Amount	0
35	Ml Response Date	19000100
28	Mortgage Insurance proceeds	0
29	T & I escrow account balances, if positive	0
30	Other credits, if any (itemize)	0
	Total Cash Recovery	219400

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-50

Sun Security Bank

Ellington, Missouri

Loss Amount

32000

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-51

Sun Security Bank

Ellington, Missouri

EXHIBIT 2c(2)

CALCULATION OF FORECLOSURE LOSS

(DURING THE TERM OF THE AGREEMENT,

NO PRECEDING LOAN MODIFICATION UNDER LOSS SHARE)

Note: This is an example only and not representative of any transaction.

Exhibit 2c(2)

CALCULATION OF FORECLOSURE LOSS

No Preceding Loan Restructuring under Loss Share

1	Shared-Loss Month	20090531
2	Loan no:	292334
3	Interest Paid-to-Date	20080430
4	Foreclosure sale date	20090115
5	Liquidation date	20090412
6	Note Interest rate	0.08000
7	Occupancy	Owner
	If owner occupied:
8	Household current annual income	42000
9	Estimated NPV of loan mod	195000
10	Valuation Date	20090121
11	Valuation Amount	235000
12	Valuation Type (INT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV)	EXT BPO
	Foreclosure Loss calculation
15	Loan Principal balance at property reversion	300000
	Plus:
18	Accrued interest, limited to 90 days	6000
19	Attorneys' fees	0
20	Foreclosure costs, including title search, filing fees, advertising, etc.	500
21	Property protection costs, maint. and repairs	5500
22	Tax and insurance advances	1500
	Other Advances
23	Appraisal/Broker's Price Opinion fees	0
24	Inspections	50
25	Other	0
	Gross balance recoverable by Assuming Institution	313550
	Cash Recoveries:
26	Net liquidation proceeds (from HUD-1 sett) stmt)	205000
27	Hazard Insurance proceeds	0
33	MI Claim Date	19000100
34	MI Claim Amount	0
35	Ml Response Date	19000100
28	Mortgage Insurance proceeds	0

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-52

Sun Security Bank

Ellington, Missouri

29	T & I escrow account balances, if positive	0
30	Other credits, if any (itemize)	0
	Total Cash Recovery	205000

31	Loss Amount	108550

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-53

Sun Security Bank

Ellington, Missouri

EXHIBIT 2c(3)

CALCULATION OF FORECLOSURE LOANS

(FORECLOSURE AFTER COVERED LOAN MODIFICATION)

Note: This is an example only and not representative of any transaction.

Exhibit 2c(3)

CALCULATION OF FORECLOSURE LOSS

Foreclosure after a Covered Loan Restructuring

1	Shared-Loss Month	20090531
2	Loan no:	138554
3	Interest Paid-to-Date	20080430
4	Foreclosure sale date	20090115
5	Liquidation date	20090412
6	Note Interest rate	0.04000
10	Valuation Date	20081215
11	Valuation Amount	210000
12	Valuation Type (INT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV)	EXT
	Foreclosure Loss calculation
16	NPV of projected cash flows at loan mod	285000
17	Less: Post modification principal payments	2500
	Plus:
19	Attorneys' fees	0
20	Foreclosure costs, including title search, filing fees, advertising, etc.	500
21	Property protection costs, maint. and repairs	7000
22	Tax and insurance advances	2000
	Other Advances
23	Appraisal/Broker's Price Opinion fees	0
24	Inspections	0
25	Other	0
	Gross balance recoverable by Assuming Institution	292000
	Cash Recoveries:
26	Net liquidation proceeds (from HUD-1 sett) stmt)	201000
27	Hazard Insurance proceeds	0
33	MI Claim Date	19000100
34	MI Claim Amount	0
35	Ml Response Date	19000100
28	Mortgage Insurance proceeds	0
29	T & I escrow account balances, if positive
30	Other credits, if any (itemize)
	Total Cash Recovery	201000

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-54

Sun Security Bank

Ellington, Missouri

Loss Amount

91000

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-55

Sun Security Bank

Ellington, Missouri

Notes to Exhibits 2c (Foreclosure)

1.	The data shown are for illustrative purposes.
2.	The Covered Loss is the difference between the gross balance recoverable by Assuming Institution and the total cash recovery. There are three methods of calculation for Foreclosure Loss, depending upon the circumstance:

	a.	Use Exhibit 2c(1) for loans written down to book value prior to bank failure (based on the loan balance specified on Schedule 4.15A ) less any post closing principal payments.
	b.	If a Restructuring Loss was submitted prior to the foreclosure liquidation, use Exhibit 2c(3) . This version uses the Net Present Value (NPV) of the modified loan as the starting point for the Covered Loss less post modification principal payments.
	c.	Otherwise, use Exhibit 2c(2) . The unpaid balance of the loan as of the last payment date is the starting point for this Foreclosure Loss calculation.

3.	The gross balance recoverable by the Assuming Institution (shown after line 25) is calculated as: line 13 minus line 14 plus lines 19-25 for Exhibit 2c(1), the sum of lines 15, 18-25 for Exhibit 2c(2) , line 13 minus line 14 plus lines 19-25 for Exhibit 2c(3) .
4.	For all Exhibits 2c , the Assuming Institution's (or Third Party Servicer's) reasonable and customary out-of-pocket costs paid to either a third party or an Affiliate for foreclosure, property protection and maintenance costs, repairs, assessments, taxes, insurance and similar items are treated as part of the gross recoverable balance, to the extent they are not paid from funds in the borrower's escrow account, and are limited to amounts specified in Federal National Mortgage Association or Federal Home Loan Mortgage Corporation guidelines (as in effect from time to time).
5.	The total cash recovery is calculated as the sum of lines 26-30, 33-35 for all Exhibits 2c and is shown after line 30.
6.	Reasonable and customary third party attorneys' fees and expenses incurred by or on behalf of the Assuming Institution in connection with any enforcement procedures, or otherwise with respect to such loan, are reported under attorneys' fees.
7.	Do not include late fees, prepayment penalties or any similar lender fees or charges by the Failed Bank or the Assuming Institution to the loan account, any allocation of the Assuming Institution's servicing costs, or any allocations of the Assuming Institution's general and administrative (G&A) or other operating costs.
8.	Net liquidation proceeds are gross of any claimed amounts and Accrued Interest amounts.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-56

Sun Security Bank

Ellington, Missouri

9.	If Exhibit 2c(1) or 2c(3) is used, then no Accrued Interest may be included as a Covered Loss. Otherwise, the amount of Accrued Interest that may be included as a Covered Loss is limited to the minimum of:

	a.	ninety (90) days;
	b.	the number of days that the loan is delinquent when the property was sold; or
	c.	the number of days between the resolution date and the date when the property was sold.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-57

Sun Security Bank

Ellington, Missouri

EXHIBIT 2d(1)

CALCULATION OF HOME EQUITY LOAN LOSS

Note: This is an example only and not representative of any transaction.

1	Shared-Loss Month:	20090531
2	Loan #	58776
3	Interest paid-to-date	20081201
4	Charge-Off Date	20090531
5	Note Interest rate	0.03500
6	Occupancy	Owner
	If owner occupied:
7	Household current annual income	0
8	Valuation Date	20090402
9	Valuation Amount	230000
10	Valuation Type (INT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV)	BPO
11	Balance of superior liens	300000
	Charqe-Off Loss calculation
12	Loan Principal balance	55000
13	Charge-off amount (principal only)	55000
	Plus:
14	Accrued interest, limited to 90 days	481
15	Attorneys' fees	0
16	Foreclosure costs, including title search, filing fees, advertising, etc.	250
	Property protection costs, maint., repairs and any costs or
17	expenses relating to environmental conditions	0
18	Tax and insurance advances	0
	Other Advances
19	Appraisal/Broker's Price Opinion fees	75
20	Inspections	0
21	Other	0
	Gross balance recoverable by Assuming Institution	55806
22	Foreclosure sale proceeds	0
23	Hazard Insurance proceeds	0
31	MI Claim Date	19000100
32	MI Claim Amount	0
33	Ml Response Date	19000100
24	Mortgage Insurance proceeds	0
25	Tax overage	0
26	First lien payoff	1500
27	Other credits, if any (itemize)	0

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-58

Sun Security Bank

Ellington, Missouri

	Total Cash Recovery	1500

28	Loss Amount	54306

'Costs with respect to environmental remediation activities are limited to $200,000 unless prior consent of the FDIC

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-59

Sun Security Bank

Ellington, Missouri

EXHIBIT 2d(2)

CALCULATION OF RECOVERY

WHEN A RESTRUCTURING LOSS HAS BEEN PAID

Note: This is an example only and not representative of any transaction.

Shared-Loss Month:		[input month]
Loan No.:		[input loan no.)

NOTE

The calculation of recovery on a loan for which a Restructuring Loss has been paid will only apply if the loan is sold.

EXAMPLE CALCULATION
Restructuring Loss Information
Loan principal balance before restructuring		$ 200,000	A
NPV, restructured loan		165,000	B
Loss on restructured loan		$ 35,000	A - B
Times FDIC applicable loss share % (80%)		80%
Loss share payment to Assuming Institution		$ 28,000	C
Calculation — Recovery amount due to
Receiver
Loan sales price		$190,000
NPV of restructured loan at mod date		165,000
Gain - step 1		25,000	D
PLUS
Loan UPB after restructuring	(1)	200,000
Loan UPB at liquidation date		192,000
Gain - step 2 (principal collections after restructuring)		8,000	E
Gain - step 2 (principal collections after restructuring)			E
Recovery amount		33,000	D + E
Times FDIC loss share %		80%
Recovery due to FDIC		$ 26,400	F

Net loss share paid to Assuming Institution		$ 1,600
(C — F)

Proof Calculation	(2)
Loan principal balance		$200,000	G

Principal collections on loan		8,000
Sales price for loan		190,000
Total collections on loan		198,000	H
Net loss on loan		$ 2,000	G - H
Times FDIC applicable loss share % (80%)		80%
Loss share payment to Assuming		$ 1,600
Institution

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-60

Sun Security Bank

Ellington, Missouri

(1)	This example assumes that the FDIC loan modification program as shown in Exhibit 5 is applied and the loan restructuring does not result in a reduction in the loan principal balance due from the borrower.
(2)	This proof calculation is provided to illustrate the concept and the Assuming Institution is not required to provide this with its Recovery calculations.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-61

Sun Security Bank

Ellington, Missouri

Notes to Exhibits 2d (Charge-Off)

1.	The data shown are for illustrative purposes.
2.	The Covered Loss is the difference between the gross loss recoverable by Assuming Institution and the total cash recovery. The gross balance recoverable by the Assuming Institution is calculated as the charge-off amount plus permissible third party fees (sum of lines 13-21). If a charge-off occurred prior to bank failure, the charge-off amount is limited to the loan balance specified on Schedule 4.15A less post closing principal payments. Otherwise the charge-off amount is limited to the outstanding principal balance at the time of the last payment made.
3.	For all Exhibits 2d , the Assuming Institution's (or Third Party Servicer's) reasonable and customary out-of-pocket costs paid to either a third party or an Affiliate for foreclosure, property protection and maintenance costs, repairs, assessments, taxes, insurance and similar items are treated as part of the gross recoverable balance, to the extent they are not paid from funds in the borrower's escrow account, and are limited to amounts specified in Federal National Mortgage Association or Federal Home Loan Mortgage Corporation guidelines (as in effect from time to time).
4.	The total cash recovery is calculated as the sum of lines 23-27, and is shown after line 27.
5.	Reasonable and customary attorneys' fees and expenses incurred by or on behalf of the Assuming Institution in connection with any enforcement procedures, or otherwise with respect to such loan, are reported under attorneys' fees.
6.	Do not include late fees, prepayment penalties, or any similar lender fees or charges by the Failed Bank or the Assuming Institution to the loan account, any allocation of the Assuming Institution's servicing costs or any allocations of the Assuming Institution's general and administrative (G&A) or other operating costs.
7.	If a Charge-Off occurred prior to bank failure, no Accrued Interest may be claimed. Otherwise, the amount of Accrued Interest that may be included as a Covered Loss is limited to the minimum of:

	a.	ninety (90) days;
	b.	the number of days that the loan is delinquent when the Charge-Off occurred; or
	c.	the number of days between the resolution date and the Charge-Off date.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-62

Sun Security Bank

Ellington, Missouri

EXHIBIT 2e(1)

CALCULATION OF LOAN SALE LOSS

(LOAN WRITTEN DOWN TO BOOK VALUE PRIOR TO LOSS SHARE)

Note: This is an example only and not representative of any transaction.

Exhibit 2e(1)

CALCULATION OF LOAN SALE LOSS

Loan written down to book value prior to Loss Share

1	Shared-Loss Month	20100930
22	FDIC Asset ID:	4587999
2	Loan No:
7	Valuation Date	20100330
8	Valuation Amount	250000
9	Valuation Type (INT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV)	INT
10	Delinquency Status	F
	Loan Sale Loss calculation
11	Net Book Value per Schedule 4.15A	250000
12	Less: Post closing principal payments	1000
	Gross balance recoverable by Assuming Institution	249000
	Cash Recoveries:
3	Sale Date	20100920
4	Gross Sale Proceeds	220000
16	Other credits, if any (itemize)	0
	Total Cash Recovery	220000
5	Loss Amount	29000

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-63

Sun Security Bank

Ellington, Missouri

EXHIBIT 2e(2)

CALCULATION OF LOAN SALE LOSS

(NO PRECEDING LOAN MODIFICATION UNDER LOSS SHARE)

Note: This is an example only and not representative of any transaction.

Exhibit 2e(2)

CALCULATION OF LOAN SALE LOSS

No Preceding Loan restructuring under Loss Share

1	Shared-Loss Month	20100930
21	FDIC Loan ID:	8877050
2	Loan No:
7	Valuation Date	20100330
8	Valuation Amount	210000
9	Valuation Type (INT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV)	INT
10	Delinquency Status	F
	Loan Sale Loss calculation
13	UPB	285000
	Gross balance recoverable by Assuming Institution	285000
	Cash Recoveries:
3	Sale Date	20100920
4	Gross Sale Proceeds	200000
16	Other credits, if any (itemize)	0
	Total Cash Recovery	200000
5	Loss Amount	85000

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-64

Sun Security Bank

Ellington, Missouri

EXHIBIT 2e(3)

CALCULATION OF LOAN SALE LOSS

(LOAN SALE AFTER A COVERED LOAN MODIFICATION)

Note: This is an example only and not representative of any transaction.

Exhibit 2e(3)

CALCULATION OF LOAN SALE LOSS

Loan Sale after a Covered Loan Restructuring

1	Shared-Loss Month	20100930
21	FDIC Loan ID:	222512
2	Loan No:
7	Valuation Date	20100330
8	Valuation Amount	230000
9	Valuation Type (INT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV)	INT
10	Delinquency Status	F
	Loan Sale Loss calculation
14	NPV of projected cash flows at loan mod	265000
15	Less: Post modification principal payments	2500
	Gross balance recoverable by Assuming Institution	262500
	Cash Recoveries:
3	Sale Date	20100920
4	Gross Sale Proceeds	205000
16	Other credits, if any (itemize)	0
	Total Cash Recovery	205000
5	Loss Amount	57500

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-65

Sun Security Bank

Ellington, Missouri

Notes to Exhibits 2e (Loan Sale)

1.	The data shown are for illustrative purposes.
2.	The Covered Loss is the difference between the outstanding loan balance and the gross sales proceeds. There are three methods of calculation for Loan Sale Loss, depending upon the circumstances:

	a.	Use Exhibit 2e(1) for loans written down to book value prior to bank failure (based on the loan balance specified on Schedule 4.15A) less any post-closing principal payments.
	b.	If a Restructuring Loss was submitted prior to the loan sale, use Exhibit 2e(3). This version uses the Net Present Value (NPV) of the modified loan as the starting point for the Covered Loss less post modification principal payments.
	c.	Otherwise, use Exhibit 2e(2). The unpaid balance of the loan as of the last payment date is the starting point for this Loan Sale Loss calculation.

3.	All loan sales require FDIC approval.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-66

Sun Security Bank

Ellington, Missouri

EXHIBIT 3

PORTFOLIO PERFORMANCE AND SUMMARY SCHEDULE

SHARED-LOSS LOANS

PORTFOLIO PERFORMANCE AND SUMMARY SCHEDULE

MONTH ENDED: [input report month]

POOL SUMMARY

	#	$
Loans at Sale Date	xx	xx

Loans as of this month-end	xx	xx

			Percent of Total
PORTFOLIO PERFORMANCE STATUS	#	$	#
Current
30 — 59 days past due
60 — 89 days past due
90 — 119 days past due
120 and over days past due
In foreclosure
ORE
Total
Memo Item:
Loans in process of restructuring — total
Loans in bankruptcy
Loans in process of restructuring by delinquency status
Current
30 - 59 days past due
60 - 89 days past due
90 - 119 days past due
120 and over days past due In foreclosure
Total

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-67

Sun Security Bank

Ellington, Missouri

List of Loans Paid Off During Month

Loan #

Principal

Balance

List of Loans Sold During Month

Loan #

Principal

Balance

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-68

Sun Security Bank

Ellington, Missouri

EXHIBIT 4

WIRE TRANSFER INSTRUCTIONS

BANK RECEIVING WIRE
9 DIGIT ABA ROUTING NUMBER
ACCOUNT NUMBER
NAME OF ACCOUNT
ATTENTION TO WHOM
PURPOSE OF WIRE
FDIC RECEIVER WIRING INSTRUCTIONS
BANK RECEIVING WIRE
SHORT NAME
ADDRESS OF BANK RECEIVING WIRE
9 DIGIT ABA ROUTING NUMBER
ACCOUNT NUMBER
NAME OF ACCOUNT
ATTENTION TO WHOM
PURPOSE OF WIRE

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-69

Sun Security Bank

Ellington, Missouri

EXHIBIT 5

FDIC MORTGAGE LOAN MODIFICATION PROGRAM

Objective

The objective of this FDIC Mortgage Loan Modification Program ("Program") is to modify the terms of certain residential mortgage loans so as to improve affordability, increase the probability of performance, allow borrowers to remain in their homes and increase the value of the loans to the FDIC and assignees. The Program provides for the modification of Qualifying Loans (as defined below) by reducing the borrower's monthly housing debt to income ratio ("DTI Ratio") to no more than 31% at the time of the modification and eliminating adjustable interest rate and negative amortization features.

Qualifying Loans

In order for a mortgage loan to be a Qualifying Loan it must meet all of the following criteria, which must be confirmed by the lender:

·	The collateral securing the mortgage loan is owner-occupied and the owner's primary residence; and

·	The mortgagee has a first priority lien on the collateral; and

·	Either the borrower is at least 60 days delinquent or a default is reasonably foreseeable.

Modification Process

The lender shall undertake a review of its mortgage loan portfolio to identify Qualifying Loans. For each Qualifying Loan, the lender shall determine the net present value ("NPV") of the modified loan and shall provide the methodology employed to determine the NPV, and a certification that the lender's model assumptions are documented and validated through periodic independent reviews. A sound model validation process includes the lender's modeling assumptions, consideration of industry standards and results and the lender's own portfolio experiences, other available models or predictors, and any model validation requirements of the lender's chartering authority.

If the NPV of a Qualifying Loan will exceed the value of the foreclosed collateral upon disposition, then the Qualifying Loan shall be modified so as to reduce the borrower's monthly DTI Ratio to 31% at the time of the modification. To achieve this, the lender shall use a combination of interest rate reduction, term extension and principal forbearance, as necessary.

The borrower's monthly DTI Ratio shall be a percentage calculated by dividing borrower's gross monthly housing payment (including principal, interest, taxes and insurance, any homeowners' association dues, i.e., PITIA) by the borrower's monthly income. For the purpose of the foregoing calculation:

(1) the borrower's monthly income shall be defined as the borrower's (along with any co-borrowers') income amount before any payroll deductions and includes wages and salaries, overtime pay, commissions, fees, tips, bonuses, housing allowances, other compensation for

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-70

Sun Security Bank

Ellington, Missouri

personal services, Social Security payments, including Social Security received by adults on behalf of minors or by minors intended for their own support, and monthly income from annuities, insurance policies, retirement funds, pensions, disability or death benefits, unemployment benefits, rental income and other income. All income information must be documented and verified. If the borrower receives public assistance or collects unemployment, the Assuming Institution must determine whether the public assistance or unemployment income will continue for at least nine (9) months.

(2) the borrower's monthly housing payment shall be the amount required to pay monthly principal and interest plus one-twelfth of the then current annual amount required to pay real property taxes and homeowner's insurance with respect to the collateral.

In order to calculate the monthly principal payment, the lender shall capitalize to the outstanding principal balance of the Qualifying Loan the amount of all delinquent interest, delinquent taxes, past due insurance premiums, third party fees and (without duplication) escrow advances (such amount, the "Capitalized Balance").

In order to achieve the goal of reducing the DTI Ratio to 31%, the lender shall take the following steps in the following order of priority with respect to each Qualifying Loan:

	1.	Reduce the interest rate to the then current Primary Mortgage Market Survey ® (PMMS) for 30-year fixed-rate loans, and adjust the term to 30 years.
	2.	If the DTI Ratio is still in excess of 31%, reduce the interest rate further, but no lower than 3%, until the DTI ratio of 31% is achieved, for a period of five (5) years.
	3.	If the DTI Ratio is still in excess of 31% after adjusting the interest rate to 3%, extend the remaining term of the loan by 10 years.
	4.	If the DTI Ratio is still in excess of 31%, calculate a new monthly payment (the "Adjusted Payment Amount") that will result in the borrower's monthly DTI Ratio not exceeding 31%. After calculating the Adjusted Payment Amount, the lender shall bifurcate the Capitalized Balance into two portions — the amortizing portion and the non-amortizing portion. The amortizing portion of the Capitalized Balance shall be the mortgage amount that will fully amortize over a 40-year term at an annual interest rate of 3% and monthly payments equal to the Adjusted Payment Amount. The non-amortizing portion of the Capitalized Balance shall be the difference between the Capitalized Balance and the amortizing portion of the Capitalized Balance. If the amortizing portion of the Capitalized Balance is less than 75% of the current estimated value of the collateral, then the lender may choose not to restructure the loan. If the lender chooses to restructure the loan, then the lender shall forbear on collecting the non-amortizing portion of the Capitalized Balance, and such amount shall be due and payable only upon the earlier of (i) maturity of the modified loan, (ii) a sale of the property or (iii) a pay-off or refinancing of the loan. No interest shall be charged on the non-amortizing portion of the Capitalized Balance, but repayment shall be secured by a first lien on the collateral.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-71

Sun Security Bank

Ellington, Missouri

At the end of the five (5) year period in paragraph 2, above, the interest rate on the modified loan shall adjust to the Primary Mortgage Market Survey® (PMNIS) for 30-year fixed-rate loans as of the date of the loan modification, but subject to an annual adjustment cap of one percent (1%) per year. At that time, the monthly amount due by the borrower will also adjust to amortize fully the remaining Capitalized Balance (or, in any case in which the Capitalized Balance was bifurcated, the amortizing portion thereof) over the remaining term of the modified loan.

Special Note:

The NPV calculation used to determine whether a loan should be modified based on the modification process above is distinct and different from the net present value calculation used to determine the Covered Loss if the loan is modified. Please refer only to the net present value calculation described in this exhibit for the modification process, with its separate assumptions, when determining whether to provide a modification to a borrower. Separate assumptions may include, without limitation, the Assuming Institution's determination of a probability of default without modification, a probability of default with modification, home price forecasts, prepayment speeds, and event timing. These assumptions are applied to different projected cash flows over the term of the loan, such as the projected cash flow of the loan performing or defaulting without modification and the projected cash flow of the loan performing or defaulting with modification.

By contrast, the net present value for determining the Covered Loss is based on a 10 year period. While the assumptions in the net present value calculation used in the modification process may change, the net present value calculation for determining the Covered Loss remains constant.

Related Junior Lien Mortgage Loans

In cases where the lender holds a junior lien mortgage loan that is collateralized by the same property that collateralizes a Qualifying Loan that is modified as described above, the junior lien mortgage loan shall also be modified to enhance overall affordability to the borrower. At a minimum, the lender shall reduce the interest rate on the junior lien mortgage loan to no more than 2% per annum. Further modifications may be made at the lender's discretion as needed to support affordability and performance of the modified first lien Qualifying Loan.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-72

Sun Security Bank

Ellington, Missouri

EXHIBIT 5.3(a)

SINGLE FAMILY SHARED-LOSS LOANS

Single Family Active Loan Listing

1. Property type

2. Lien Status

3. Original loan amount

4. Documentation

5. Original Credit Score

6. Original LTV

7. Original combined LTV

8. Original front-end DTI

9. Original back-end DTI

10. Negative Amortization cap

11. Property city

12. Property state

13. Property street address

14. Property zip

15. Maturity date

16. MI Coverage

17. Occupancy

18. Interest rate type

19. Product Type

20. Loan amortization type

21. Lookback

22. Interest Rate Spread

23. Interest rate index

24. Lifetime Interest Rate Cap

25. Interest rate floor

26. First interest cap

27. Periodic interest rate cap

28. Periodic interest floor

29. Payment Adjustment Cap

30. Outstanding Unpaid Principal Balance

31. Interest rate

32. Interest Paid to Date

33. Next payment due date

34. Scheduled Principal and Interest Amount

35. Escrow Taxes and Insurance Payment

36. Escrow balance

37. Next interest rate reset date

38. Next payment reset date

39. Rate reset period

40. Payment reset period

41. Payment History

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-73

Sun Security Bank

Ellington, Missouri

42. Exceptional Loan Status

43. Valuation date

44. Valuation amount

45. Valuation Type

46. Household income

47. Current Credit Score

48. HELOC Maximum Draw Amount

49. HELOC Draw Period End Date

50. Superior Lien Balance

51. FDIC Asset ID

52. Origination Date

53. Last Renewal Date

54. Number of Renewals

55. Guarantor

56. Nonaccrual

57. Last Payment Date

58. LSBO

59. Undisbursed Commitment availability

60. Credit Line Status

61. HELOC Amount Advanced

Non-Single Family Active Loan Listing

1. Borrower ID

2. Short Name

3. Long Name

4. Address line 1

5. Address line 2

6. Address line 3

7. City

8. State

9. Zip Code

10. Taxpayer ID

11. Business Type

12. Relationship Name

13. Relationship ID

14. Credit Score

15. Stock symbol

16. Out of Territory

17. Insiders and Employees

18. Lending Division

19. Lending Officer

20. Branch ID

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-74

Sun Security Bank

Ellington, Missouri

21. Note number

22. Balance outstanding

23. Undisbursed Commitment availability

24. Original Amount

25. Origination Date

26. Last renewal date

27. Maturity Date

28. Last extension date

29. Number of renewals

30. Number of extensions

31. Note purpose

32. Collateral Code

33. Interest Rate

34. Interest Rate Index

35. Interest Rate Spread

36. Interest earned not collected

37. Borrower's internal rating

38. Borrower's rating date

39. Note risk rating

40. Note balance rated pass

41. Note balance rated special mention

42. Note balance rated substandard

43. Note balance rated doubtful

44. Charge off amount

45. Specific Reserve

46. Shared National Credit

47. Guarantor

48. Days Past Due

49. Interest paid-to date

50. Nonaccrual

51. Times Past Due 30 59

52. Times Past Due 60 89

53. Times Past Due 90+

54. Loan Type

55. FFIEC Code

56. Participation indicator

57. Amount Sold

58. Participation Sold Original Amount

59. Collateral description

60. Loan for sale

61. Next due date

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-75

Sun Security Bank

Ellington, Missouri

62. Payment frequency

63. Variable Rate

64. Periodic Interest Rate Cap

65. Interest Rate Reset Interval

66. Lifetime Interest Rate Cap

67. Troubled Debt Restructured

68. Amortizing/Non-amortizing status

69. Payment amount

70. Last Payment Date

71. Capitalized Interest

72. Number of payments in contract

73. Collateral Value

74. Collateral Valuation/Appraisal Date

75. Lien Status

76. Block Numbering Area or Census Tract

77. MSA Code

78. Dealer Code

79. Dealer Reserve Balance

80. Escrow Balance

81. Co-maker/Joint-maker

82. Late Charges

83. FDIC Asset ID

84. FDIC Asset Type

85. Share-Loss Quarter

86. Collateral Property street address

87. Collateral Property city

88. Collateral Property state

89. Collateral Property zip

90. Payment reset period

91. First payment date

92. Interest rate floor

93. First interest cap

94. Original LTV

95. Original combined LTV

96. Next interest rate reset date

97. Exceptional Loan Status

98. Valuation Type

99. Superior Loan Balance

100. Modification

101. Other Adjustments

102. Assumed Commitment Advances

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-76

Sun Security Bank

Ellington, Missouri

103. Permitted Advances

104. Capital Expenditures

105. Interest Reserve

106. Net Operating Income

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-77

Sun Security Bank

Ellington, Missouri

SCHEDULE 4.15A

LOANS SUBJECT TO LOSS SHARING UNDER THE

SINGLE FAMILY SHARED-LOSS AGREEMENT

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- SINGLE FAMILY SHARED-LOSS AGREEMENT

July 15, 2011

SF-78

Sun Security Bank

Ellington, Missouri

EXHIBIT 4.15B

COMMERCIAL SHARED-LOSS AGREEMENT

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

Sun Security Bank

Ellington, Missouri

EXHIBIT 4.15B

COMMERCIAL SHARED-LOSS AGREEMENT

TABLE OF CONTENTS

ARTICLE 1. GENERAL		1	5.6	Accounting Principles	21
			5.7	Records and Reports	21
1.1	Purpose	1
1.2	Relationship with Purchase and Assumption		ARTICLE 6. MISCELLANEOUS		22
	Agreement	1
1.3	Defined Terms	1	6.1	Expenses	22
			6.2	Successors and Assigns	22
ARTICLE 2. SHARED-LOSS ARRANGEMENT		1	6.3	Waiver of Jury Trial	23
			6.4	No Third Party Beneficiary	23
2.1	Accounting for and Management of Shared-Loss		6.5	Consent, Determination or Discretion	23
	Assets	1	6.6	Rights Cumulative	23
2.2	Payments with Respect to Shared-Loss Assets	2	6.7	References	23
2.3	Payments Applicable to Shared-Loss Quarters	2	6.8	Notice	23
2.4	Payments Applicable to Recovery Quarters	3
2.5	Reserved	3	ARTICLE 7. DISPUTE RESOLUTION		24
2.6	Limitation on Payments	4
2.7	Expenses	5	7.1	Methods of Resolution	24
2.8	Permitted Advances and Amendments	8	7.2	Informal Resolution	24
2.9	Recovery	9	7.3	Resolution by Non-Binding Dispute Resolution
2.10	Treatment as a Shared-Loss Asset	12		Proceeding	24
2.11	Receiver’s Option to Purchase	13	7.4	Confidentiality of Compromise Negotiations	25
			7.5	Payment Resulting from Compromise
ARTICLE 3. ADMINISTRATION OF SHARED-				Negotiations	25
LOSS ASSETS		14	7.6	Formal Resolution	25
			7.7	Limitation on FDIC Party	26
3.1	Management Standards Regarding Administration	14	7.8	Effectiveness of Agreement Pending Dispute	26
3.2	Assuming Institution’s Responsibilities and Duties	14	7.9	Governing Rules and Law	26
3.3	Third Party Servicers and Affiliates	15	7.10	Review Board Proceedings	26
3.4	Utilization by Assuming Institution of Special		7.11	Impartiality	28
	Receivership Powers	16	7.12	Schedule	28
3.5	Tax Ruling	17	7.13	Written Award	28
			7.14	Interest Rate on Award	28
ARTICLE 4. SALE OF CERTAIN SHARED-LOSS			7.15	Payments	29
ASSETS		17	7.16	Fees, Costs and Expenses	29
			7.17	Binding and Conclusive Nature	29
4.1	Sales of Shared-Loss Assets	17	7.18	No Precedent	29
4.2	Calculation of Gain or Loss on Sale	17	7.19	Confidentiality; Proceedings, Information and	22
4.3	Sale of ORE, Additional ORE or Subsidiary ORE	18		Documents	29
			7.20	Confidentiality of Arbitration Award	30
ARTICLE 5. CERTIFICATES, REPORTS AND			7.21	Extension of Time Periods	30
RECORDS		18	7.22	Venue	30

5.1	Reporting Obligatiosn of the Assuming Institution	18	ARTICLE 8. DEFINITIONS		30
5.2	Quarterly Certificates	18
5.3	Notification of Certain Transactions	19
5.4	Notification of Related Loans	19
5.5	Auditor’s Report; Right to Audit	20

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-i

Sun Security Bank

Ellington, Missouri

EXHIBITS

		Page
Exclusion from Reimbursable Expenses	Exhibit 2.7	38
Interest Income as a Recovery	Exhibit 2.9	39
Form of Quarterly Certificates	Exhibit 5.2	40

SCHEDULES

		Page
Loam Subject to Loss-Sharing under the Commercial Shared-Loss Agreement	Schedule 4.15B	44
Shared-Loss Subsidiaries	Schedule 4.15D	45

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-ii

Sun Security Bank

Ellington, Missouri

EXHIBIT 4.15B

COMMERCIAL SHARED-LOSS AGREEMENT

A. This Commercial Shared-Loss Agreement and the Exhibits attached hereto and incorporated herein by this reference (collectively, the "Agreement") is made pursuant to and as of the date of that certain Purchase and Assumption Agreement (the "Purchase and Assumption Agreement") among the Receiver, the Assuming Institution and the Corporation, to which this Agreement is attached.

B. This Agreement shall apply only if the Assuming Institution has purchased Shared-Loss Assets (as defined herein) pursuant to the Purchase and Assumption Agreement. Subject to the provisions of this Agreement, it is the intention of the parties that the Receiver and the Assuming Institution shall share certain losses, expenses and Recoveries (as defined herein).

AGREEMENT

ARTICLE 1. GENERAL .

1.1. Purpose . The purpose of this Agreement is to set forth requirements regarding, among other things, management of Shared-Loss Assets by the Assuming Institution and procedures for notices, consents, reporting and payments. In administering the Shared-Loss Assets, the Assuming Institution shall at all times comply with the Management Standards set forth in Article 3.

1.3. Defined Terms . The capitalized terms used in this Agreement have the meanings defined or referenced in Article 8.

ARTICLE 2. SHARED-LOSS ARRANGEMENT .

2.1. Accounting for and Management of Shared-Loss Assets .

(a) Initial Values . The Assuming Institution shall record the Shared-Loss Assets on its Accounting Records at their respective Book Values as of the Commencement Date.

(b) Adjustments . After the Commencement Date, the Assuming Institution shall adjust the Book Values of the Shared-Loss Assets in accordance with this Agreement, the Examination Criteria and Article VIII of the Purchase and Assumption Agreement.

(c) Management . The Assuming Institution shall manage and account for the Shared-Loss Assets in accordance with this Agreement.

(d) Loss Mitigation . Within 90 days of bank closing, the Assuming Institution shall submit to the FDIC for approval a written loss mitigation plan. The loss mitigation plan

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-1

Sun Security Bank

Ellington, Missouri

shall be updated annually and submitted to FDIC. On a quarterly basis the Assuming Institution shall deliver to the FDIC the internal management reports utilized to monitor the status of loan restructurings in process for assets on Schedule 4.15B as well as assets that have successfully undergone documented loan restructurings.

2.2. Payments with Respect to Shared-Loss Assets .

(b) Timing of Payments .

	(i) Payments by the Receiver under this Article 2 shall be made within thirty (30) days following the date on which the Receiver receives the Quarterly Certificate with respect to each Shared-Loss Quarter or Recovery Quarter, provided that the Quarterly Certificate is complete, accurate, timely and in compliance with the requirements of this Agreement.
	(ii) Payments by the Assuming Institution under this Article 2 shall be made on or before the due date for the Quarterly Certificate for each Shared-Loss Quarter or Recovery Quarter, as applicable.

(c) Source of Receiver's Funds . Payment obligations of the Receiver with respect to this Agreement shall be treated as administrative expenses of the Receiver pursuant to 12 U.S.0 § 1821(d)(11). To the extent that the Receiver requires funds to make payments relating to Shared-Loss Assets pursuant to this Agreement, the Receiver shall request funds under the Master Loan and Security Agreement between the FDIC in its corporate capacity and the FDIC in its receivership capacity, with respect to any receivership, dated as of May 21, 2009, as amended.

(d) Shared-Loss Subsidiaries . Covered Losses with respect to Subsidiary Shared-Loss Loans and Subsidiary ORE shall not exceed the Applicable Percentage of the Investment in Subsidiary of each Shared-Loss Subsidiary, if any, identified on Schedule 4.15D as the owner of each such Subsidiary Shared-Loss Loans or Subsidiary ORE

2.3. Payments Applicable to Shared-Loss Quarters . For each Shared-Loss Quarter, pursuant to the applicable Quarterly Certificate, one of the payments described at (a) or (b) below shall be made, as appropriate, with respect to Shared-Loss Assets:

(a) Covered Loss Payments by the Receiver. The Receiver shall pay to the Assuming Institution the "Covered Loss" which is an amount equal to:

(i) the sum of the Applicable Percentage of:

		(A) Charge-Offs; plus
		(B) Reimbursable Expenses attributable to Shared-Loss Assets; minus

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-2

Sun Security Bank

Ellington, Missouri

(ii) fifty per cent (50%) of collections on Fully Charged-Off Assets less fifty per cent (50%) of any expenses attributable to such Fully Charged-Off Assets, provided and only to the extent that such expenses would be Reimbursable Expenses if such Fully Charged-Off Assets were Shared-Loss Assets.

(b) Covered Gain Payments by the Assuming Institution . If the result of the calculation described in Section 2.3(a) is a negative amount (the "Covered Gain"), the Assuming Institution shall pay such amount to the Receiver.

2.4. Payments Applicable to Recovery Quarters . For each Recovery Quarter, pursuant to the applicable Quarterly Certificate, the payments described at (a) and (b) below shall be made, as appropriate, with respect to Shared-Loss Assets:

(a) Payments by the Receiver . The Receiver shall pay to the Assuming Institution an amount equal to the Applicable Percentage of any Reimbursable Expenses, for the period through and including the last Shared-Loss Quarter, which are specified on the Quarterly Certificate for the first Recovery Quarter.

(b) Payments by the Assuming Institution . The Assuming Institution shall pay to the Receiver:

	(i) an amount equal to the Applicable Percentage of Net Recoveries for each Recovery Quarter; plus
	(ii) an amount equal to fifty per cent (50%) of any collections on Fully Charged-Off Assets minus fifty per cent (50%) of any Reimbursable Expenses attributable to such Fully Charged-Off Assets.

(c) Net Recoveries . "Net Recoveries" means gross Recoveries during any Calendar Quarter minus Reimbursable Expenses during such Calendar Quarter.

(d) Negative Net Recoveries . If Net Recoveries received in a Recovery Quarter is a negative amount, then the amount of such Net Recoveries shall be offset against the amount of gross Recoveries received in the following Recovery Quarter to determine the amount of Net Recoveries for that following Recovery Quarter. If, after applying the preceding provisions, Net Recoveries received in any subsequent Recovery Quarter is also a negative amount, the provisions of this Section 2.4(d) shall continue to apply to determine the amount of Net Recoveries in each such subsequent Recovery Quarter.

2.5. Reserved .

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-3

Sun Security Bank

Ellington, Missouri

2.6. Limitation on Payments .

(a) Failure to Administer . If the Assuming Institution fails to administer any Shared-Loss Asset in accordance with the provisions of Article 3, the Receiver may determine that such asset will not be treated as a Shared-Loss Asset pursuant to this Agreement.

(b) Receiver's Right to Withhold Payment . Notwithstanding any other provision of this Article 2, the Receiver may withhold all or any portion of a payment to the Assuming Institution of the amount requested in a Quarterly Certificate if the Receiver determines that:

	(i) the Quarterly Certificate is incomplete, inaccurate or untimely;
	(ii) based upon the Examination Criteria, a Charge-Off of a Shared-Loss Asset should not have been effected by the Assuming Institution;
	(iii) there is a reasonable basis under the terms of this Agreement for denying the eligibility of amounts included in a Quarterly Certificate for which reimbursement or payment is sought;
	(iv) with respect to a particular Shared-Loss Asset, the Assuming Institution has not complied or is not complying with the Management Standards;
	(v) the Assuming Institution has failed to comply with the requirements set forth in Section 5.5 including, but not limited to permitting the Receiver, its agents, contractors and/or employees to determine compliance with this Agreement pursuant to Section 5.5(c); or
	(vi) a retroactive accounting adjustment is to be made by the Receiver pursuant to Section 5.5(c).

	(i) In the event that a determination is made to withhold an amount pursuant to Section 2.6(b), the Receiver shall provide the Assuming Institution with notice detailing the grounds for withholding such amount and the Assuming Institution shall cure any deficiency within a reasonable period of time.
	(ii) If the Assuming Institution demonstrates to the satisfaction of the Receiver that the grounds for withholding a payment, or any part thereof, no longer exist or have been cured, the Receiver shall pay the Assuming Institution the amount which the Receiver determines is eligible for payment within thirty (30) days following the date of such determination.
	(iii) If the Assuming Institution does not cure any such deficiency within a reasonable period of time, the Receiver may withhold payment as described in Section 2.6 (b) with respect to the affected Shared-Loss Asset(s), but such withholding will not affect the Receiver's obligation to make any other payment properly due pursuant to this Agreement.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-4

Sun Security Bank

Ellington, Missouri

(d) Adjustments . In the event that the Receiver withholds payment with respect to a Charge-Off of a Shared-Loss Asset or determines pursuant to Section 2.6(b) that a payment was improperly made, the Assuming Institution and the Receiver shall, upon final resolution of such issue, make such accounting adjustments and payments as may be necessary to give retroactive effect to such actions.

(e) Interest on Payments . Any payment by the Receiver pursuant to Section 2.6(d) shall be made together with interest on the amount thereof that accrues with effect from five (5) Business Days after the date on which payment was agreed or determined to be due until such amount is paid. The annual interest rate shall be determined by the Receiver based on the coupon equivalent of the three (3)-month U.S. Treasury Bill Rate in effect as of the first Business Day of each Calendar Quarter during which such interest accrues as reported in the Federal Reserve Board Statistical Release for Selected Interest Rates H.15 opposite the caption "Treasury bills (secondary market), 3-Month" or, if not so reported for such day, for the next preceding Business Day for which such rate was so reported.

(f) Determination of Disputes . Any dispute arising under this Section 2.6 shall be resolved pursuant to the dispute resolution procedures of Article 7.

2.7. Expenses .

(a) Reimbursable Expenses . Reimbursable Expenses incurred by the Assuming Institution for a product, service or activity may be reimbursable or recoverable by the Assuming Institution and may be included for the purpose of calculating payments relating to Shared-Loss Assets. "Reimbursable Expenses" means actual, reasonable and necessary out-of-pocket expenses incurred in the usual, prudent and lawful management of a Shared-Loss Asset which are paid to third parties by or on behalf of the Assuming Institution or its Affiliates for a Shared-Loss Quarter or a Recovery Quarter, as applicable, in respect of the following expenditure:

(i) expenses to recover amounts owed with respect to:

		(A) Shared-Loss Assets as to which a Charge-Off was effected prior to the end of the final Shared-Loss Quarter as reflected on the Accounting Records of the Assuming Institution; and
		(B) Failed Bank Charge-Offs;

(ii) expenses to recover amounts described in paragraph (i) which relate to an Environmental Assessment and any environmental conditions relating to the Shared-Loss Assets, including remediation expenses for any pollutant or contaminant and fees for consultants retained to assess the presence, storage or release of any hazardous or toxic substance or any pollutant or contaminant relating to the collateral securing a Shared-Loss Asset that has been fully or partially charged-off, in each case up to a maximum of $200,000 per Shared-Loss Asset, except as provided in the last paragraph of this Section 2.7(a);

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-5

Sun Security Bank

Ellington, Missouri

	(iii) ORE Expenses to the extent that such amount exceeds any ORE Income;
	(iv) reasonable and necessary litigation expenses with respect to maximizing Recoveries of Shared-Loss Assets but excluding amounts, if any, incurred with respect to any alleged improper conduct of the Assuming Institution;
	(v) fees incurred for attorneys, appraisers and other independent professional consultants engaged as necessary to assist in collections of Shared-Loss Assets, up to a maximum of $100,000 per Shared-Loss Asset, except as provided in the last paragraph of this Section 2.7(a);
	(vi) a proportion of expenses for collections by or on behalf of the Assuming Institution on an Asset other than a Shared-Loss Asset with a Book Value greater than zero which are applied to both that Book Value and to a Failed Bank Charge-Off, equal to the collections on such Asset which are applied to the Failed Bank Charge-Off divided by the total collections on such Asset; and
	(vii) with respect to the final Recovery Quarter, Reimbursable Expenses may include (A) a Net ORE Loss Carryforward if applicable and to the extent set forth in Section 2.9(g)(iii) and (B) any ORE Expenses to the extent that such amount exceeds ORE Income.

If the Assuming Institution estimates in good faith that required expenditures for the purposes described (A) in paragraph (ii) may exceed $200,000 or (B) in paragraph (v) may exceed $100,000 with respect to a particular Shared-Loss Asset, and provides the Receiver with advance notice and details thereof prior to incurring any such expenditure, the Receiver may, in its sole and absolute discretion, consent to such greater amount being deemed a Reimbursable Expense for purposes of this Agreement.

(b) Exclusions . Reimbursable Expenses do not include the following:

	(i) Capitalized Expenditures;
	(ii) amounts paid to Affiliates of the Assuming Institution;
	(iii) with respect to Shared-Loss Assets with prior Failed Bank Charge-Offs or Charge-Offs or write-downs for which the Assuming Institution is recognizing interest income as described in Section 2.9(d), the portion of the expense attributable to that Shared-Loss Loan which is derived by applying the calculation set forth in Exhibit 2.7;
	(iv) Federal, State or local income taxes and expenses related thereto;
	(v) salaries, other compensation and related benefits of employees of the Assuming Institution and its Affiliates including, without limitation, bonus, commission or severance arrangements, training, payroll taxes, dues and travel- or relocation-related expenses;

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-6

Sun Security Bank

Ellington, Missouri

	(vi) the cost of space occupied by the Assuming Institution or its Affiliates and their respective staff and the rental and maintenance of furniture and equipment;
	(vii) expenses for data processing, including the purchase or enhancement of data processing systems;
	(viii) except as expressly permitted in Sections 2.7(a)(ii) and 2.7(a)(v), fees for accounting and other independent professional consultants;
	(ix) allocated portions of any other overhead or general and administrative expense for services of a type which the Assuming Institution does not normally perform internally;
	(x) expenses not incurred in good faith and/or with the same degree of care that the Assuming Institution normally would exercise in the collection of troubled assets in which it alone had an interest;
	(xi) servicing fees payable to a third party (including a Third Party Servicer which is an Affiliate of the Assuming Institution), if the Assuming Institution would have provided those services had the relevant Shared-Loss Assets not been subject to this Agreement;
	(xii) in a Recovery Quarter, ORE Expenses to the extent that such amount exceeds ORE Income; and
	(xiii) expenses which exceed the amount of Recoveries made in any Recovery Quarter.

(c) Reimbursable Expenses Incurred in Shared-Loss Quarters . Reimbursable Expenses for Shared-Loss Quarters shall be submitted to the Receiver in each Quarterly Certificate, and in any event on or before the end of the first Recovery Quarter.

(d) Reimbursable Expenses Incurred in Recovery Quarters . Reimbursable Expenses for Recovery Quarters shall be submitted to the Receiver in the Quarterly Certificate for each Recovery Quarter, and in any event on or before the Termination Date.

(e) Notification of Certain Expenditures .

(i) Under certain circumstances the Assuming Institution may determine that, in order to maximize collection of a Shared-Loss Asset or an Asset on which a Failed Bank Charge-Off has been effected, there is a substantial likelihood that funds will need to be expended after the Bank Closing Date by or on behalf of the Assuming Institution to a third party for a specified purpose, which do not otherwise constitute Reimbursable Expenses. If such expenditure is estimated to exceed ten percent (10%) of the Book Value of such Shared-Loss Asset or Asset, respectively, and that Shared-Loss Asset or Asset has a Legal Balance on the Accounting Records of the Assuming Institution of $1,000,000 or more, then the Assuming Institution shall

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-7

Sun Security Bank

Ellington, Missouri

promptly report such proposed expenditure to the Receiver, and may request that such expenditure be treated as a Permitted Expense.

(ii) Within thirty (30) days following receipt of a notice pursuant to Section 2.7(e)(i), the Receiver will advise the Assuming Institution whether the Receiver grants or withholds its consent to the qualification of the proposed expenditures as a Reimbursable Expense. If consent is withheld, the Assuming Institution shall not be required to make such expenditures and otherwise shall continue to administer such Shared-Loss Asset in accordance with the Management Standards.

2.8. Permitted Advances and Amendments . Pursuant to this Agreement, certain advances in respect of a Shared-Loss Loan and certain amendments in respect of a Shared-Loss Loan or a Shared-Loss Loan Commitment made by the Assuming Institution may be permissible additions to the Book Value of the Shared-Loss Assets, and entitle such Shared-Loss Assets to retain their status as such, if they satisfy certain criteria, as set forth below:

(a) Permitted Advance . A " Permitted Advance " is an advance on a Shared-Loss Loan which is made by the Assuming Institution in good faith, justified by contemporaneous supporting documentation in the Credit File, in accordance with the applicable requirements set forth in Article 3 and with the then effective written internal credit policy guidelines of the Assuming Institution and which meets the following criteria:

(i) it is an advance made by the Assuming Institution, or a legally binding commitment by the Assuming Institution to advance funds and, in either case, funds are advanced fully within one (1) year from the Commencement Date; and

(A) the sum of the following is less than 110% of the Book Value of such Shared-Loss Loan after such advance has been made:

			(1) the Book Value of such Shared-Loss Loan; plus
			(2) the unfunded amount of the legally binding commitment referred to at Section 2.8(a)(i) with respect to that Shared-Loss Loan;

		(B) the Assuming Institution has not taken a Charge-Off with respect to that Shared-Loss Loan; and
		(C) no Shared-Loss Loan Commitment exists for such Shared-Loss Loan; or

(ii) it is an advance made by the Assuming Institution which the Assuming Institution determines is necessary to preserve or secure the value of the collateral for a Shared-Loss Loan. In making such determination, the Assuming Institution shall apply the same criteria as it would if the Shared-Loss Assets were owned by the Assuming Institution or any of its Affiliates, and subject to the limitation on expenses related to the remediation, presence, storage or release of any hazardous or toxic substance, pollutant or contaminant as set forth in Section 2 7(a)(ii).

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-8

Sun Security Bank

Ellington, Missouri

(b) Permitted Amendment. A " Permitted Amendment " is, with respect to any Shared-Loss Loan Commitment or Shared-Loss Loan, any amendment, modification, renewal or extension thereof, or any waiver of any term, right or remedy thereunder which is made by the Assuming Institution in good faith, justified by contemporaneous supporting documentation in the Credit File, in accordance with the applicable requirements set forth in Article 3 and with the then effective written internal credit policy guidelines of the Assuming Institution. A Permitted Amendment must also satisfy the following criteria:

(i) the sum of the following is less than 110% of the Book Value of such Shared-Loss Loan after such amendment or modification has been made:

		(A) the Book Value of such Shared-Loss Loan; plus
		(B) the unfunded amount of any applicable Shared-Loss Loan Commitment, inclusive of amounts advanced pursuant to such amendment, modification, renewal or extension; and

	(ii) with respect to a Shared-Loss Loan Commitment or Shared-Loss Loan which is not a revolving line of credit, it does not increase the amount of principal (A) then remaining available to be advanced by the Assuming Institution under the Shared-Loss Loan Commitment or (B) then outstanding under the Shared-Loss Loan beyond the limit provided in Section 2.8(b)(i); or
	(iii) with respect to a Shared-Loss Loan Commitment or Shared-Loss Loan which is a revolving line of credit, it does not increase the maximum amount of principal authorized as of the Bank Closing Date to be outstanding at any one time under the underlying revolving line of credit relationship with the debtor beyond the limit provided in Section 2.8(b)(i) (regardless of the extent to which such revolving line of credit may have been funded as of the Bank Closing Date or may subsequently have been funded and/or repaid); and
	(iv) it does not extend the term of such Shared-Loss Loan Commitment or Shared-Loss Loan beyond the end of the final Shared-Loss Quarter or, if later, beyond the term which existed as of the Bank Closing Date.

2.9. Recovery .

(a) Calculation of a Recovery . A " Recovery " is the sum of the following amounts (without duplication) for any period, subject to the limitations and exceptions set forth in Section 2.9(b):

	(i) collections by or on behalf of the Assuming Institution on Charge-Offs of a Shared-Loss Asset effected by the Assuming Institution prior to the end of the final Shared-Loss Quarter;
	(ii) collections by or on behalf of the Assuming Institution on Failed Bank Charge-Offs;

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-9

Sun Security Bank

Ellington, Missouri

	(iii) collections by or on behalf of the Assuming Institution on any Asset on which a Failed Bank Charge-Off has been effected, to the extent that such collections exceed the Book Value of such Asset;
	(iv) ORE Income;
	(v) collections by or on behalf of the Assuming Institution of any Reimbursable Expenses;
	(vi) any gain received on a sale or other disposition of a Shared-Loss Loan or Shared-Loss Subsidiary by or on behalf of the Assuming Institution;
	(vii) the amount of any fee or other consideration received by or on behalf of the Assuming Institution for any amendment, modification, renewal, extension, refinance, restructure, commitment, sale or other similar action with respect to a Shared-Loss Loan as to which there exists a Failed Bank Charge-Off or as to which a Charge-Off has been effected by the Assuming Institution during or prior to such period, not exceeding the total of any related Failed Bank Charge-Offs, Charge-Offs and Reimbursable Expenses made with respect to the particular Shared-Loss Loan; and
	(viii) interest income, if any, pursuant to Section 2.9(d).

(b) Limitations and Exceptions . In calculating a Recovery, the following shall not be included:

	(i) amounts paid to the Assuming Institution by the Receiver pursuant to Article 2;
	(ii) amounts received by or on behalf of the Assuming Institution with respect to Charge-Offs effected by the Assuming Institution after the final Shared-Loss Quarter;
	(iii) the amount of any gain with respect to Shared-Loss Loans, ORE, Additional ORE or Subsidiary ORE included in a Recovery which exceeds the total amount of any Failed Bank Charge-Offs, Charge-Offs and Reimbursable Expenses made with respect to the particular Shared-Loss Asset; and
	(iv) after the final Shared-Loss Quarter, ORE Income except to the extent that aggregate ORE Income exceeds ORE Expenses.

(c) Order of Application . For the purpose of calculating Recoveries, the Assuming Institution shall apply any collections received on an Asset not otherwise applied to reduce the Book Value of such Asset, if applicable, in the following order:

	(i) to Charge-Offs and Failed Bank Charge-Offs;
	(ii) to Reimbursable Expenses;
	(iii) to interest income; and

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-10

Sun Security Bank

Ellington, Missouri

(iv) to other expenses incurred by the Assuming Institution which are not Reimbursable Expenses.

(d) Interest Income as a Recovery . In the event that (i) there is any amendment, modification, renewal, extension, refinance, restructure, commitment, sale or other similar action with respect to a Shared-Loss Loan as to which there exists a Failed Bank Charge-Off or as to which a Charge-Off has been effected by the Assuming Institution during or prior to a Recovery Period and (ii) as a result, the Assuming Institution recognizes interest income for financial accounting purposes on that Shared-Loss Loan, then a Recovery shall also include the portion of such interest income recognized by the Assuming Institution which is derived by applying the calculation set forth in Exhibit 2.9, subject to the limitations set forth in Section 2.9(e).

(e) Maximum Amount of Interest Income. The amount of any interest income included as a Recovery with respect to a Shared-Loss Loan subject to Section 2.9(d) shall not exceed the total of the following:

	(i) Failed Bank Charge-Offs;
	(ii) Charge-Offs effected by the Assuming Institution during or prior to the period in which the amount of a Recovery is being determined; and
	(iii) Reimbursable Expenses paid to the Assuming Institution pursuant to this Agreement during or prior to the period in which the amount of a Recovery is being determined, all with respect to that particular Shared-Loss Loan.

(f) Application of Collections . Any collections on a Shared-Loss Loan that are not applied to reduce Book Value of principal or recognized as interest income shall be applied pursuant to Section 2.9(c).

(g) Treatment of Net ORE Loss Carryforward . To determine whether the Assuming Institution is entitled to apply a Net ORE Loss Carryforward at the end of the final Recovery Quarter, the Assuming Institution shall calculate and report the following information with respect to Recovery Quarters:

(i) For any Recovery Quarter other than the final Recovery Quarter, Net ORE Income is calculated as the amount of ORE Income received during such Recovery Quarter less (A) ORE Expenses paid to third parties during such Recovery Quarter and (B) if applicable, Net ORE Loss Carryforward. Any positive Net ORE Income shall be reported as a Recovery on the Quarterly Certificate for such Recovery Quarter.

(ii) For the final Recovery Quarter, Net ORE Income is calculated as the amount of ORE Income received during the final Recovery Quarter less ORE Expenses from the beginning of the final Recovery Quarter up to the date the Assuming Institution is required to deliver the Final Recovery Certificate pursuant to this Agreement.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-11

Sun Security Bank

Ellington, Missouri

(iii) If there is a Net ORE Loss Carryforward at the end of the final Recovery Quarter, an amount equal to the Net ORE Loss Carryforward up to but not exceeding the total Net ORE Income reported as a Recovery on Quarterly Certificates for all Recovery Quarters may be included as a Recovery Expense on the Final Recovery Certificate.

2.10. Treatment as a Shared-Loss Asset .

(a) Loss of Right to Receive Shared-Loss Asset Payments. The Assuming Institution shall not be entitled to payments relating to a Shared-Loss Asset pursuant to Section 2.2 if the Assuming Institution or any Affiliate of the Assuming Institution:

	(i) sells or otherwise transfers that Shared-Loss Asset or any interest therein (whether with or without recourse) to any Person, other than in compliance with this Agreement;
	(ii) makes any additional advance, commitment or increase in the amount of a commitment with respect to that Shared-Loss Loan that does not constitute a Permitted Advance or a Shared-Loss Loan Commitment Advance, in which case the entire Shared-Loss Loan will not be entitled to such payments;
	(iii) makes any amendment, modification, renewal or extension of that Shared-Loss Loan that does not constitute a Permitted Amendment;
	(iv) manages, administers or collects any Related Loan in a manner which would increase the amount of any collections with respect to that Related Loan to the detriment of the Shared-Loss Asset to which such loan is related; or
	(v) fails to administer that Shared-Loss Asset pursuant to the Management Standards, including, without limitation, consistent failure to provide complete, accurate and timely certificates and reports pursuant to Article 5.

(b) Effective Date of Loss of Shared-Loss Asset Treatment . If any of the actions described in Section 2.10(a) occur with respect to a Shared-Loss Asset, the Receiver shall not be obligated to make any payments to the Assuming Institution with respect to any affected Shared-Loss Loan after the date of occurrence of such action. In the event that the Receiver withholds payment pursuant to the foregoing provisions, the Assuming Institution and the Receiver shall make such accounting adjustments and payments as may be necessary to give retroactive effect to such actions.

(c) Treatment of Recoveries . Notwithstanding Sections 2.10(a) and (b), a Shared-Loss Loan which has been the subject of Charge-Offs prior to the occurrence of any action described in Section 2.10(a) shall be treated as a Shared-Loss Asset for the purpose of calculating Recoveries on such Charge-Offs, provided that the amount of Recoveries shall be limited to the amount of such Charge-Offs.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-12

Sun Security Bank

Ellington, Missouri

2.11. Receiver's Option to Purchase .

(a) Exercise of Option to Purchase . At any time on or prior to the Termination Date, the Receiver shall have the option, exercisable by notice to the Assuming Institution, to purchase a Shared-Loss Asset or an Asset on which a Failed Bank Charge-Off has been effected which meets any of the following criteria:

	(i) if the Shared-Loss Asset has been fully or partially charged-off or written down and the Receiver determines that the Assuming Institution is not diligently pursuing collection efforts with respect to such Shared-Loss Asset;
	(ii) if the Shared-Loss Asset is the subject of a request pursuant to Section 2.7(e), notwithstanding any prior consent by the Receiver with respect to any requested expenditures;
	(iii) if it is an Asset on which a Failed Bank Charge-Off has been effected; and
	(iv) if the Shared-Loss Asset is a Related Loan required to be included in a schedule pursuant to Section 5.4.

(b) Transfer by the Assuming Institution . Within ten (10) Business Days following the date upon which the Assuming Institution receives notice pursuant to Section 2.11(a), the Assuming Institution shall transfer to the Receiver such Shared-Loss Asset or Asset and all Credit Files and Accounting Records relating thereto and shall take all such other actions as may be necessary and appropriate to assign, transfer and convey such Shared-Loss Asset or Asset to the Receiver.

(c) Payment by the Receiver . Within fifteen (15) Business Days after the date upon which the Assuming Institution transfers the Shared-Loss Asset or Asset pursuant to Section 2.11(b), the Receiver shall pay to the Assuming Institution a purchase price equal to:

(i) the principal amount of such Shared-Loss Asset, any fees or penalties due from an Obligor and any Accrued Interest (subject to the limitations set forth at Section 2.11(d)), as stated on the Accounting Records of the Assuming Institution, as of the date such price is determined (in the case of a Shared-Loss Loan, regardless of the Legal Balance thereof) plus all Reimbursable Expenses incurred up to and through the transfer date of such Shared-Loss Asset pursuant to Section 2.11(b) which have not previously been paid to the Assuming Institution; minus

(ii) the Related Liability Amount applicable to any Related Liabilities related to such Shared-Loss Asset or Asset.

(d) Limitations on Payment by the Receiver . In the case of the purchase of a Shared-Loss Loan:

(i) the price paid pursuant to Section 2.11(c) shall not include any Accrued Interest accruing during the ninety (90) day period prior to the purchase date

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-13

Sun Security Bank

Ellington, Missouri

	pursuant to Section 2.11(b), except to the extent that such Accrued Interest is included in the Book Value of such Shared-Loss Loan;
	(ii) the Receiver shall be entitled to any collections received by the Assuming Institution after the purchase date, which shall be paid by the Assuming Institution forthwith upon receipt and in any event no later than simultaneously with delivery of the next Quarterly Certificate; and
	(iii) for the purposes of determining the amount of unpaid interest which accrued during a given period with respect to a variable-rate Shared-Loss Loan, all collections of interest shall be deemed to be applied to unpaid interest in the chronological order (oldest first) in which such interest accrued.

(e) Receiver’s Assumption of Related Liabilities . The Receiver shall assume all Related Liabilities with respect to any Shared-Loss Asset or Asset repurchased pursuant to this Section 2.11 with effect from the date of transfer of such Shared-Loss Asset or Asset.

ARTICLE 3. ADMINISTRATION OF SHARED-LOSS ASSETS .

3.1. Management Standards Regarding Administration . During the term of this Agreement the Assuming Institution shall manage, administer and collect all Shared-Loss Assets while owned by it or any of its Affiliates in accordance with the rules, requirements and standards regarding management, administration and collection of Shared-Loss Assets set forth in this Article 3 (the “Management Standards”). Failure to comply with the Management Standards shall constitute a material breach of this Agreement. If the Receiver determines in its sole and absolute discretion that the Assuming Institution is not in compliance with the Management Standards, it may notify the Assuming Institution of the breach and may take action pursuant to this Agreement including, without limitation, as provided in Sections 2.6(a) and (b).

3.2. Assuming Institution’s Responsibilities and Duties .

(a) Covenants of the Assuming Institution . The Assuming Institution shall:

	(i) be responsible to the Receiver and the Corporation in the performance of this Agreement, whether performed by the Assuming Institution, an Affiliate or a Third Party Servicer;
	(ii) provide to the Receiver and the Corporation such certificates, notifications and reports as the Receiver or the Corporation reasonably deems advisable, including but not limited to the certificates, notifications and reports required by Article 5; and
	(iii) permit the Receiver and the Corporation to monitor the Assuming Institution’s performance of its duties hereunder at all times.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-14

Sun Security Bank

Ellington, Missouri

(b) Duties of the Assuming Institution with Respect to Shared-Loss Assets . In the performance of duties in accordance with the Management Standards, the Assuming Institution shall at all times exercise its best business judgment and shall:

(i) manage, administer, collect and effect Charge-Offs and Recoveries with respect to each Shared-Loss Asset in a manner consistent with the following:

		(A) usual and prudent business and banking practices; and
		(B) the Assuming Institution’s (or, if applicable, a Third Party Servicer’s) practices and procedures including, without limitation, all applicable law, the written internal credit policy guidelines of the Assuming Institution (or, if applicable, of a Third Party Servicer) in effect from time to time, with respect to the management, administration and collection of and taking of Charge-Offs and write-downs with respect to loans, ORE and repossessed collateral that do not constitute Shared-Loss Assets;

	(ii) use its best efforts to maximize collections with respect to, and manage and administer, Shared-Loss Assets without favored treatment for any assets owned by the Assuming Institution or any of its Affiliates that are not Shared-Loss Assets;
	(iii) adopt and implement accounting, reporting, record-keeping and similar systems with respect to the Shared-Loss Assets, as provided in Sections 5.6 and 5.7;
	(iv) retain sufficient staff to perform its duties hereunder;
	(v) not manage, administer or collect a Related Loan in a manner which would have the effect of increasing the amount of any collections with respect to the Related Loan to the detriment of the Shared-Loss Asset to which such loan is related; and
	(vi) cause any of its Affiliates to which it transfers any Shared-Loss Assets and any Third Party Servicer to act in accordance with the Management Standards.

3.3. Third Party Servicers and Affiliates .

(a) Appointment of Third Party Servicers .

(i) With the prior consent of the Receiver, the Assuming Institution may perform any of its obligations and/or exercise any of its rights under this Agreement through one or more Third Party Servicers. The Assuming Institution shall notify the Receiver at least forty (40) days prior to the proposed appointment of a Third Party Servicer. Such notice will include information regarding the Third Party Servicer’s relevant experience, qualifications, financial strength and any pending litigation in relation to servicing activities. In the case of a Third Party Servicer that is an Affiliate of the Assuming Institution, the notice shall include an express statement that the Third

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-15

Sun Security Bank

Ellington, Missouri

Party Servicer is an Affiliate. The Receiver may object to the proposed appointment of a Third Party Servicer by giving the Assuming Institution notice that it so objects within thirty (30) days following the Receiver’s receipt of the notice of the proposed appointment. The appointment of a Third Party Servicer by the Assuming Institution shall not release the Assuming Institution from any obligation or liability hereunder.

(b) Actions of and Expenses Incurred by Third Party Servicers . The Assuming Institution shall ensure that the practices, procedures and guidelines of any Third Party Servicer comply with the obligations of the Assuming Institution under this Agreement. The Assuming Institution shall provide to the Receiver a copy of the Assuming Institution's written agreement with each Third Party Servicer and shall ensure compliance by each Third Party Servicer with the Assuming Institution's obligations under this Agreement, including, without limitation, amending such agreement with each Third Party Servicer to the extent necessary. Subject to the foregoing and to the other provisions of this Agreement, a Third Party Servicer may take actions and incur expenditures in the same manner as the Assuming Institution, and out-of-pocket expenses incurred by a Third Party Servicer on behalf of the Assuming Institution shall be Reimbursable Expenses if such out-of-pocket expenses would qualify as Reimbursable Expenses if incurred by the Assuming Institution.

(c) Duties with Respect to Affiliates . The Assuming Institution shall provide to the Receiver prior written notification of any transaction with or by any Affiliate of the Assuming Institution with respect to any Shared-Loss Asset including, without limitation, the execution of any contract pursuant to which an Affiliate of the Assuming Institution will own, manage, administer or collect amounts owing with respect to a Shared-Loss Asset. The Assuming Institution shall notify the Receiver at least forty (40) days prior to a proposed transaction with an Affiliate which is not on an arm's length basis or commercially reasonable terms. Such notice will include information regarding the Affiliate's relevant experience, qualifications and financial strength. The Receiver may object to the proposed transaction with an Affiliate in such circumstances by giving the Assuming Institution notice that it so objects within thirty (30) days following the Receiver's receipt of the notice of the proposed transaction.

3.4. Utilization by the Assuming Institution of Special Receivership Powers .

(b) Use of Special Legal Powers . The Receiver may direct usage by the Assuming Institution of any special legal powers of the Receiver or the Corporation. The Assuming Institution shall:

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-16

Sun Security Bank

Ellington, Missouri

	(i) comply in all respects with any direction from the Receiver or the Corporation and with any protocols, directives or interpretive memoranda issued from time to time by the Receiver or the Corporation;
	(ii) upon request of the Receiver, notify the Receiver of the status of any legal action in which any special legal power or right is utilized; and
	(iii) immediately notify the Receiver of any judgment or significant order in any legal action involving any of such special powers or rights.

ARTICLE 4. SALE OF CERTAIN SHARED-LOSS ASSETS .

4.1. Sales of Shared-Loss Assets . All sales of Shared-Loss Assets are subject to the prior written approval of the Receiver, except as provided in Section 4.3:

(a) Sales with the Receiver's Consent . After the fourth anniversary of the Commencement Date and with the prior consent of the Receiver, the Assuming Institution may conduct sales to liquidate for cash consideration, in one or more transactions, all or a portion of the Shared-Loss Assets (individually or in portfolio transactions) then held by the Assuming Institution. The Assuming Institution shall provide the Receiver with at least sixty (60) days notice prior to any such proposed sale and the notice shall set forth the sale details and the proposed sale schedule.

(b) Sales Required by the Receiver . During the twelve (12) month period immediately prior to the Termination Date the Receiver may, in its sole and absolute discretion, require the Assuming Institution to liquidate for cash consideration, in one or more transactions, all Shared-Loss Assets then held by the Assuming Institution. If the Receiver exercises such right, it shall give notice to the Assuming Institution setting forth the time period within which the Assuming Institution shall be required to offer to sell the Shared-Loss Assets. The Assuming Institution shall make a good faith effort to sell the Shared-Loss Assets and to otherwise comply with the provisions of the Receiver's notice.

(c) Conduct of Sales . Any sale pursuant to this Section 4.1 shall be conducted by means of sealed bid, to third parties, which may not include any Affiliates of the Assuming Institution, any contractors of the Assuming Institution or any Affiliates of contractors of the Assuming Institution. The Assuming Institution shall notify the Receiver prior to the proposed appointment of any financial advisor or other third party broker or sales agent for the liquidation of the remaining Shared-Loss Assets pursuant to Section 4.1(b). The Receiver may object to such proposed appointment by giving the Assuming Institution notice that it so objects within thirty (30) days following the Receiver's receipt of the notice of the proposed appointment.

4.2. Calculation of Gain or Loss on Sale . The gain or loss on sales conducted in accordance with the provisions of Section 4.1 will be calculated based on the gross sale price

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-17

Sun Security Bank

Ellington, Missouri

received by the Assuming Institution less the Book Value of the Shared-Loss Assets which are sold.

4.3. Sale of ORE, Additional ORE or Subsidiary ORE . Notwithstanding the provisions of Section 4.1, the Assuming Institution may sell or otherwise dispose of ORE, Additional ORE or Subsidiary ORE at any time to a Person other than an Affiliate, a contractor of the Assuming Institution or any Affiliate of a contractor of the Assuming Institution, provided that such sale is conducted in an arm's length, commercially reasonable and prudent manner.

ARTICLE 5. CERTIFICATES, REPORTS AND RECORDS .

5.1. Reporting Obligations of the Assuming Institution .

(b) Certification of Accuracy and Completeness . Every submission by the Assuming Institution to the Receiver of a Quarterly Certificate, the Final Recovery Certificate and any other document or information shall constitute a certification from the Assuming Institution that the information provided in such submission is correct, complete and in compliance with this Agreement.

5.2. Quarterly Certificates .

(a) Shared-Loss Quarters . Within thirty (30) days after the end of each Shared-Loss Quarter, the Assuming Institution shall deliver to the Receiver a Quarterly Certificate setting forth the following information with respect to each such Shared-Loss Quarter, in such form and detail as the Receiver may specify from time to time:

	(i) Charge-Offs with respect to Shared-Loss Assets;
	(ii) Recoveries;
	(iii) collections on Assets on which a Failed Bank Charge-Off has been effected;
	(iv) aggregate Charge-Offs less Recoveries;
	(v) Reimbursable Expenses; and
	(vi) ORE Income.

(b) Recovery Quarters . Not later than thirty (30) days after the end of each Recovery Quarter, the Assuming Institution shall deliver to the Receiver a Quarterly Certificate setting forth the information specified in Section 5.2(a) and the following information with

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-18

Sun Security Bank

Ellington, Missouri

respect to each Recovery Quarter, in such form and detail as the Receiver may specify from time to time:

	(i) Recoveries and Reimbursable Expenses;
	(ii) on the Quarterly Certificate for the first Recovery Quarter only, the Assuming Institution may report as a separate item any Reimbursable Expenses which were: (A) paid prior to or during the final Shared-Loss Quarter, (B) not included in a Quarterly Certificate for any Shared-Loss Quarter because they were not paid by or on behalf of the Assuming Institution during a Shared-Loss Quarter and (C) paid by or on behalf of the Assuming Institution during the first Recovery Quarter; and
	(iii) ORE Income, ORE Expenses and Net ORE Income.

(c) Final Recovery Certificate . In addition to the information specified in Sections 5.2(a) and 5.2(b), in the Final Recovery Certificate the Assuming Institution shall include any Recoveries which were not included in a Quarterly Certificate for a Recovery Quarter and may include any Reimbursable Expenses which were: (A) incurred prior to or during the final Recovery Quarter, (B) not included in a Quarterly Certificate for any Recovery Quarter because they were not paid by or on behalf of the Assuming Institution during a Recovery Quarter and (C) paid by or on behalf of the Assuming Institution prior to the date the Assuming Institution is required to deliver the Final Recovery Certificate to the Receiver pursuant to Section 5.2(b).

(d) Completeness of Information . The Assuming Institution shall provide to the Receiver complete and accurate information, except to the extent that it is unable to do so as a result of the failure of the Failed Bank or the Receiver to provide requested information.

(e) Limitations . The Assuming Institution may claim each Charge-Off and each item of expenditure, income, gain or loss only on the Quarterly Certificate for the period in which such Charge-Off, expenditure, income, gain or loss was incurred. The inclusion of information regarding Reimbursable Expenses in a Quarterly Certificate or other documentation does not create any reimbursement obligation of the Receiver if the Assuming Institution is not otherwise in compliance with this Agreement.

5.3. Notification of Certain Transactions . Prior to the Termination Date the Assuming Institution shall notify the Receiver within fifteen (15) days following any of the following becoming fully or partially charged-off:

(a) a Shared-Loss Loan having a Legal Balance (or, in the case of more than one (1) Shared-Loss Loan made to the same Obligor, a combined Legal Balance) of $5,000,000 or more in circumstances in which a legal claim against the relevant Obligor survives; and

(b) a Shared-Loss Loan made to a director, an "executive officer" as defined in 12 C.F.R. § 215.2(d), a "principal shareholder" as defined in 12 C.F.R. § 215.2(1), or an Affiliate of the Assuming Institution.

5.4. Notification of Related Loans . In addition to maintaining records of all Related Loans, the Assuming Institution shall prepare and deliver to the Receiver, on a semi-annual

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-19

Sun Security Bank

Ellington, Missouri

basis, together with the Quarterly Certificates for all Shared-Loss Quarters and Recovery Quarters ending on June 30 and December 31, schedules of all Related Loans which are commercial loans or commercial real estate loans which have Legal Balances of $5,000,000 or more on the Accounting Records of the Assuming Institution as of June 30 and December 31, to the extent that more than one of such loans are to the same Obligor on Related Loans of $5,000,000 or more.

5.5. Auditor's Report; Right to Audit .

(a) Independent Auditor's Report .

(i) Within the time period permitted for the examination audit pursuant to 12 C.F.R. § 363 following the end of each fiscal year, from and including the fiscal year during which the Bank Closing Date occurs, up to and including the calendar year during which the Termination Date occurs, the Assuming Institution shall deliver to the Receiver and the Corporation a report signed by its independent public accountants stating that such accountants have reviewed this Agreement and that, in the course of their annual audit of the Assuming Institution's books and records, nothing has come to their attention suggesting that any computations required to be made by the Assuming Institution during each such year were not made in accordance with this Agreement.

(ii) In the event that the Assuming Institution cannot comply with the provisions of Section 5.5(a)(i), within seven (7) days following the end of the time period permitted for the examination audit pursuant to 12 C.F.R. § 363, the Assuming Institution shall submit to the Receiver corrected computations together with a report signed by its independent public accountants stating that, after giving effect to such corrected computations, nothing has come to the attention of such accountants suggesting that any computations required to be made by the Assuming Institution during such year were not made by the Assuming Institution in accordance with this Agreement. In such event, the Assuming Institution and the Receiver shall make all such accounting adjustments and payments as may be necessary to give effect to each correction reflected in such corrected computations, retroactive to the date on which the corresponding incorrect computation was made. It is the intention of this provision to align the timing of the audit required under this Agreement with the examination audit required pursuant to 12 C.F.R. § 363.

	(i) copies of all internal audit reports and access to all related internal audit work papers; and
	(ii) a certificate signed by the chief executive officer or chief financial officer of the Assuming Institution certifying that the Assuming Institution is in compliance with this Agreement or identifying any areas of non-compliance.

(c) Right of Receiver or Corporation to Audit . The Receiver or the Corporation, their respective agents, contractors and employees, may (but are not required to)

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-20

Sun Security Bank

Ellington, Missouri

perform an audit to determine the Assuming Institution's compliance with this Agreement at any time, by providing not less than ten (10) Business Days prior notice. The scope and duration of any such audit shall be at the discretion of the Receiver or the Corporation, as the case may be. The Receiver or the Corporation, as the case may be, shall bear the expense of any such audit. In the event that any corrections are necessary as a result of such an audit, the Assuming Institution and the Receiver shall make such accounting adjustments, payments and withholdings as may be necessary to give retroactive effect to such corrections.

(d) Authority to Advisors and Representatives . The Assuming Institution shall, and shall cause its Affiliates, contractors and Third Party Servicers to, allow its advisors and representatives to discuss its (and any Affiliates', contractors' or Third Party Servicers') affairs, finances and accounts as they relate to Shared-Loss Assets, or any other matters relating to this Agreement or the rights and obligations hereunder, with the Receiver and authorizes such advisors and representatives to so discuss such affairs, finances and accounts with the Receiver.

5.6. Accounting Principles .

(c) Change in Accounting Principles . The Assuming Institution shall not make any change in its accounting principles which adversely affects the value of the Shared-Loss Assets, unless it obtains the prior written approval of the Corporation or if required by a change in generally accepted accounting principles. The Assuming Institution shall notify the Corporation of any change in its accounting principles that is required by a change in generally accepted accounting principles which would affect any Shared-Loss Asset, the accounting for any Shared-Loss Asset or the amount of any loss, gain, expense, cost or other item of reimbursement that may be due to or from the Assuming Institution.

5.7. Records and Reports .

(a) Content of Records . The Assuming Institution shall establish and maintain records on a separate general ledger, and on such subsidiary ledgers as may be appropriate, in such form and detail as the Receiver or the Corporation may specify, to account for the Shared-Loss Assets and to enable the Assuming Institution to prepare and deliver such reports as the Receiver or the Corporation may from time to time request pursuant to this Article 5. Without limitation, such books and records shall be kept in such a manner that information will be readily available to determine and document compliance with this Agreement and the Purchase and Assumption Agreement.

(b) Additional Information . The Assuming Institution shall promptly provide to the Receiver or the Corporation such information as the requesting party may request from

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-21

Sun Security Bank

Ellington, Missouri

time to time, including financial statements, computations and information as the Receiver or the Corporation deems necessary or appropriate in connection with monitoring compliance with this Agreement, certified as correct by the chief executive officer or chief financial officer of the Assuming Institution if so requested. The Assuming Institution shall provide to the Receiver all such loan-level data and cumulative information regarding the Shared-Loss Assets as the Receiver may request from time to time.

ARTICLE 6. MISCELLANEOUS .

6.2. Successors and Assigns .

(a) Binding on Successors and Assigns; Assignment . This Agreement, and all of the terms and provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns only. The Receiver may assign or otherwise transfer this Agreement and the rights and obligations of the Receiver hereunder (in whole or in part) to the Corporation in its corporate capacity without the consent of the Assuming Institution. Notwithstanding anything to the contrary contained in this Agreement, the Assuming Institution may not assign or otherwise transfer this Agreement or any of the Assuming Institution's rights or obligations hereunder (in whole or in part) or sell or transfer any subsidiary of the Assuming Institution holding title to Shared-Loss Assets without the prior written consent of the Receiver, which consent may be granted or withheld by the Receiver in its sole and absolute discretion. An assignment or transfer of this Agreement includes:

	(i) a merger or consolidation of the Assuming Institution with or into another Person, if the shareholders of the Assuming Institution will own less than sixty-six and two/thirds percent (66.66%) of the equity of the consolidated entity;
	(ii) a merger or consolidation of the Assuming Institution's Holding Company with or into another Person, if the shareholders of the Holding Company will own less than sixty-six and two/thirds percent (66.66%) of the equity of the consolidated entity;
	(iii) the sale of all or substantially all of the assets of the Assuming Institution to another Person; or
	(iv) a sale of Shares by any one or more shareholders that will effect a change in control of the Assuming Institution, as determined by the Receiver with reference to the standards set forth in the Change in Bank Control Act, 12 U.S.C. 1817(j).

Any transaction under this Section 6.2 that requires the Receiver's consent that is made without such consent will relieve the Receiver of its obligations under this Agreement.

(b) No Recognition of Loss . No loss shall be recognized under this Agreement as a result of any accounting adjustments that are made due to or as a result of any

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-22

Sun Security Bank

Ellington, Missouri

assignment or transfer of this Agreement or any merger, consolidation, sale or other transaction to which the Assuming Institution, its Holding Company or any Affiliate is a party, regardless of whether the Receiver consents to such assignment or transfer in connection with such transaction pursuant to this Section 6.2.

6.3. WAIVER OF JURY TRIAL . EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN, OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

6.8. Notice .

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-23

Sun Security Bank

Ellington, Missouri

(b) Notice to FDIC (Division of Resolutions and Receiverships) . With respect to a notice under this Agreement, other than pursuant to Section 3.4(a):

Federal Deposit Insurance Corporation

Division of Resolutions and Receiverships

550 17th Street, N.W.

Washington, D.C. 20429

Attention: Assistant Director, Franchise and Asset Marketing

Federal Deposit Insurance Corporation Legal Division

1601 Bryan Street

Dallas, Texas 75201

Attention: Regional Counsel

with a copy to:

Federal Deposit Insurance Corporation Legal Division

Virginia Square, L. William Seidman Center

3501 Fairfax Drive, VS-E-7056

Arlington, Virginia 22226

Attention: Senior Counsel (Special Issues Group)

ARTICLE 7. DISPUTE RESOLUTION .

7.1. Methods of Resolution . The methods of resolving a dispute arising pursuant to this Agreement shall be as follows:

(b) Other Disputes . Any other dispute (a "Dispute Item") shall be resolved in accordance with the following provisions of this Article 7.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-24

Sun Security Bank

Ellington, Missouri

Dispute. In furtherance of these efforts, the parties should consider the mutually agreed upon use of less formal dispute resolution techniques, which may include, but are not limited to, mediation, settlement conference, early neutral evaluation and any other dispute resolution proceedings (as defined in § 571(6) of the Administrative Dispute Resolution Act ("ADRA"), 5 U. S.C. § 571 et seq.), as amended).

7.4. Confidentiality of Compromise Negotiations . All good faith attempts to resolve or compromise a dispute pursuant to Sections 7.2 or 7.3 will be confidential. All such compromise negotiations, including any statements made or documents prepared by any party, attorney or other participant, are inadmissible as evidence in other proceedings and may not be construed for any purpose as admissions against interest.

7.6. Formal Resolution .

(a) Arbitration Matters . Any Dispute Item which has an estimated amount in issue not exceeding $1,000,000 per Asset may be proposed by the party seeking relief (the "Claimant Party") for arbitration pursuant to the provisions of this Section 7.6. No more than three Dispute Items may be submitted for any single arbitration, provided that, by mutual agreement pursuant to Section 7.6(c), the parties may agree to submit any Dispute Item(s) to arbitration.

(c) Submission to Arbitration . The Respondent Party may agree to the Claimant Party's proposal of arbitration by responding in writing within ten (10) Business Days following receipt of such proposal. Within five (5) Business Days following receipt of the Respondent Party's agreement to arbitrate, the Claimant Party may submit the Dispute Item to the American Arbitration Association (“ AAA” ) for arbitration. No Dispute Item may be submitted for arbitration without the consent of both parties.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-25

Sun Security Bank

Ellington, Missouri

Assumption Agreement. Any litigation shall be filed in a United States District Court in the proper district.

(f) Arbitration Administrator . The FDIC Party may, in its discretion, appoint an organization other than AAA for administration of arbitration pursuant to this Section 7.6, in which case this Article 7 and the rules and procedures set forth herein, including the Commercial Arbitration Rules as referred to in Section 7.9, shall govern the arbitration. AAA or such other organization appointed pursuant to this Section 7.6(0 shall be referred to in this Agreement as the "Arbitration Administrator."

7.7. Limitation on FDIC Party . Nothing in this Article 7 shall be interpreted as obligating the FDIC Party to submit to a dispute resolution proceeding (as defined in ADRA at § 571(6)) any Dispute Item described in (i) ADRA, § 572(b) or (ii) the FDIC's Statement of Policy Regarding Binding Arbitration, 66 Fed. Reg. 18632 (April 10, 2001), as amended, as a dispute for which an agency shall consider not using a dispute resolution proceeding.

(a) Selection of Members .

(i) Claimant Party Proposes One Member . If the Dispute Item(s) are less than $500,000 in total, the Claimant Party may propose that the Review Board shall consist of one Member, and shall state, in its Notice of Dispute, the name and address of the Member that it proposes for the Review Board. If the Respondent Party agrees, in its response to the Notice of Dispute, the Member suggested by the Claimant Party shall

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-26

Sun Security Bank

Ellington, Missouri

	comprise the Review Board. If the Respondent Party agrees, in its response to the Notice of Dispute, that the Review Board shall consist of one Member, but states the name and address of a different proposed Member for the Review Board, then that Member shall be deemed acceptable to the Claimant Party if it submits the Notice of Dispute to the Arbitration Administrator, provided that, before the Respondent Party responds to the Notice of Dispute with a different proposed Member, the parties may also mutually agree upon one Member. If the Respondent Party proposes that the Review Board shall consist of three Members, then the Members shall be selected in accordance with Section 7.10(a)(iv).
	(ii) Claimant Party Proposes Three Members . If the Dispute Items exceed $500,000 in total, or if the Respondent Party proposes that the Review Board shall consist of three Members, then the Claimant Party shall state the name and address of the first of three Members in its Notice of Dispute. If the Respondent Party agrees that the Review Board shall consist of three Members, the Respondent Party shall state the name and address of the second Member in its response to the Notice of Dispute. Each such Member shall be considered a "Party-Appointed Arbitrator" ("Party-Appointed Arbitrator"), consistent with Commercial Arbitration Rule R-12. If the Claimant Party subsequently submits the Notice of Dispute to the Arbitration Administrator as provided in Section 7.6(c), then within ten (10) Business Days of such submission, the Party-Appointed Arbitrators shall select a neutral third Member (the "Neutral Member") in accordance with Commercial Arbitration Rules R-11 and R-13, except that the Neutral Member need not be from the National Roster of Commercial Arbitrators. If the Respondent Party proposes that the Review Board shall consist of one Member, then the Member shall be selected in accordance with Section 7.10(a)(iii).
	(iii) Respondent Party Proposes One Member . If the Claimant Party proposes that the Review Board shall consist of three Members, but the Respondent Party proposes that the Review Board shall consist of one Member in its response to the Notice of Dispute, then the Member proposed by the Claimant Party in the Notice of Dispute shall comprise the Review Board unless the Respondent Party states the name and address of a different proposed Member in its response to the Notice of Dispute. If the Respondent Party proposes a different Member in its response to the Notice of Dispute, then that Member shall be deemed acceptable to the Claimant Party if it submits the Notice of Dispute to the Arbitration Administrator.
	(iv) Respondent Party Proposes Three Members . If the Claimant Party proposes that the Review Board shall consist of one Member, but the Respondent Party proposes, in its response to the Notice of Dispute, that the Review Board shall consist of three Members, then the Member proposed by the Claimant Party in the Notice of Dispute shall comprise the first Member of the Review Board. The Respondent Party shall state the name and address of the second Member in its response to the Notice of Dispute. Each such Member shall be considered a Party-Appointed Arbitrator. If the Claimant Party subsequently submits the Notice of Dispute to the Arbitration Administrator, a Neutral Member shall be selected in accordance with the procedure set forth in Section 7.10(a)(ii).

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-27

Sun Security Bank

Ellington, Missouri

(c) Vacancies . Any vacancy on the Review Board prior to or after the commencement of the hearing of evidence and argument (the "Arbitration Hearing") shall be handled in accordance with Commercial Arbitration Rule R-19, except that if a vacancy arises after the Arbitration Hearing has commenced, a substitute Member shall be selected in accordance with the rules under which the original Member was selected.

7.13. Written Award . Within twenty (20) Business Days following closing of the Arbitration Hearing, as determined by Commercial Arbitration Rule R-35, the Review Board shall determine the prevailing party and award the prevailing party its proposed award/award any remedy or relief that the arbitrator deems just and equitable and within the scope of this Article 7, but in no event may an award of the Review Board (inclusive of all claims and counterclaims) exceed the maximum amount set forth in Section 7.6(a) of this Agreement. If the Review Board consists of three (3) Members, the determination of any two (2) Members shall constitute the Review Board's determination. The Review Board shall present to the Claimant Party and the Respondent Party a written award regarding the dispute. The written award shall contain a brief, informal discussion of the factual and legal basis for the award and need not contain formal findings of facts and law.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-28

Sun Security Bank

Ellington, Missouri

7.16. Fees, Costs and Expenses . The Review Board will have no authority to award attorneys' fees or costs incurred by either party to the arbitration. Each party will bear the fees, costs, and expenses which it incurs in connection with the submission of any dispute to a Review Board, including the fees and expenses of the Member which it selected in accordance with the Arbitration Administrator's fee schedule. The Claimant Party and the Respondent Party will share equally the fees and expenses of the Neutral Member and any administrative fees of the arbitration (which shall not include the fees and expenses of the Members). No fees, costs or expenses incurred by or on behalf of the Assuming Institution shall be subject to reimbursement by the Receiver under this Article 7 or otherwise.

7.19. Confidentiality; Proceedings, Information and Documents . No arbitration held pursuant to this Article 7 shall be public or accessible to any person other than the parties and their representatives, the Review Board and witnesses participating in the arbitration (and then, only to the extent of their participation). Each party and each Member shall strictly maintain the confidentiality of all issues, disputes, arguments, positions and interpretations of any such proceeding, as well as all testimony, pleadings, filings, discovery, information, attachments, enclosures, exhibits, summaries, compilations, studies, analyses, notes, documents, statements, schedules and other similar items associated therewith ("Confidential Information"), in accordance with the provisions of ADRA. In the event that disclosure of Confidential Information is required pursuant to law, rule or regulation, or in the event that disclosure is required pursuant to statute or court determination as provided by ADRA, then to the extent reasonably practicable, the person required to make the disclosure shall provide the other party or parties with written notice of such disclosure within one (1) Business Day

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-29

Sun Security Bank

Ellington, Missouri

following the request that it make such disclosure, and in any event prior to making such disclosure, so that the other party or parties may seek a protective order.

7.21. Extension of Time Periods . The parties may extend any period of time provided in this Article 7 by mutual agreement.

ARTICLE 8. DEFINITIONS . The capitalized terms used in this Agreement have the meanings defined or referenced in this Article 8.

" AAA " has the meaning set forth in Section 7.6(c).

" Accounting Records " means Records including, but not limited to, corporate minutes, general ledger and subsidiary ledgers and schedules which support general ledger balances.

" Accrued Interest " means, for any Shared-Loss Loan, Permitted Advance or Shared-Loss Loan Commitment Advance at any time, the amount of accrued earned and unpaid interest, taxes, credit life and/or disability insurance premiums (if any) payable by the Obligor, all as reflected on the Accounting Records of the Failed Bank or the Assuming Institution (as applicable), but excluding any amount accrued after the applicable Asset has been placed on non-accrual or nonperforming status by either the Failed Bank or the Assuming Institution (as applicable), for no more than a maximum of ninety (90) days.

" Additional ORE " means Shared-Loss Loans that become ORE after the Bank Closing Date.

" ADRA " has the meaning set forth in Section 7.3.

" Agreement " has the meaning set forth in Recital A.

" Applicable Percentage " is eighty percent (80%) for the Tranche 1 Amount and eighty percent (80%) for the Tranche 2 Amount.

" Arbitration Administrator " has the meaning set forth in Section 7.6(f).

" Arbitration Hearing " has the meaning set forth in Section 7.10(a)(iii).

" Assets " has the meaning set forth in the Purchase and Assumption Agreement.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-30

Sun Security Bank

Ellington, Missouri

" Assuming Institution " has the meaning set forth in the Purchase and Assumption Agreement.

" Bank Closing Date " has the meaning set forth in the Purchase and Assumption Agreement.

" Bank Premises " has the meaning set forth in the Purchase and Assumption Agreement.

" Bid Valuation Date " has the meaning set forth in the Purchase and Assumption Agreement.

" Book Value " has the meaning set forth in the Purchase and Assumption Agreement.

" Business Day " has the meaning set forth in the Purchase and Assumption Agreement.

" Calendar Quarter " means a period of three months in any year, commencing on the first day of each January, April, July or October, and each successive three-month period thereafter, except that the first such period shall commence on the Commencement Date and end on the last day of March, June, September or December, whichever is the first to occur after the Commencement Date.

" Capitalized Expenditures " means those expenditures that (a) would be capitalized under generally accepted accounting principles and (b) are incurred with respect to Shared-Loss Loans, ORE, Additional ORE or Subsidiary ORE, but excluding expenses related to environmental conditions including, but not limited to, remediation, storage or disposal of any hazardous or toxic substances or any pollutant or contaminant.

“ Charge-Off ” means, for any period with respect to a particular Shared-Loss Asset, the amount of a loan or portion of a loan classified as "Loss" under the Examination Criteria as effected by the Assuming Institution and reflected on its Accounting Records for such period, consisting solely of a charge-off of the following:

(a) the principal amount of such Shared-Loss Asset net of unearned interest;

(b) a write-down associated with Shared-Loss Assets, ORE or Additional ORE or loan modification(s);

(d) Capitalized Expenditures.

No Charge-Off shall be taken with respect to any anticipated expenditure by the Assuming Institution until such expenditure is actually incurred.

Losses incurred on the sale or other disposition of Shared-Loss Assets to any Person shall not constitute Charge-Offs except for: (i) sales duly conducted in accordance with the provisions of Sections 4.1(a) and 4.1(b), (ii) the sale or other disposition of ORE or Additional ORE to a Person other than an Affiliate of the Assuming Institution which was conducted in a commercially reasonable and prudent manner and (iii) other sales or dispositions, if any, with respect to which the Receiver granted prior consent.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-31

Sun Security Bank

Ellington, Missouri

" Chartering Authority " has the meaning set forth in the Purchase and Assumption Agreement.

" Claimant Party " has the meaning set forth in Section 7.6(a).

" Commencement Date " means the first day following the Bank Closing Date.

" Commercial Arbitration Rules " has the meaning set forth in Section 7.9.

" Commitment " has the meaning set forth in the Purchase and Assumption Agreement. "Confidential Information" has the meaning set forth in Section 7.19.

" Consumer Loans " means loans to individuals for household, family and other personal expenditures, that are not secured by real estate, including but not limited to loans for (a) purchase of private automobiles, pickup trucks, household appliances, furniture, trailers and boats; (b) repairs or improvements to a borrower's residence; (c) educational expenses, including student loans, whether or not guaranteed by the United States or any state; (d) medical expenses; (e) taxes; (f) vacations; (g) personal (non-business) debt consolidation; and (h) purchase of a mobile home to be used as a residence which is not combined with real property. Consumer Loans may be installment loans, demand loans or single payment time loans, regardless of size or maturity and regardless of whether the loans are made by the consumer loan department or by any other department of the Failed Bank. Consumer Loans also include retail installment sales paper purchased by the Failed Bank from merchants or dealers, finance companies and others and extensions of credit pursuant to a credit card plan or debit card plan.

" Corporation " has the meaning set forth in the Purchase and Assumption Agreement. "Covered Gain" has the meaning set forth in Section 2.3 (b).

" Covered Loss " has the meaning set forth in Section 2.3(a).

" Credit File " has the meaning set forth in the Purchase and Assumption Agreement. "Dispute Item" has the meaning set forth in Section 7.1(b).

" Environmental Assessment " means an assessment relating to the presence, storage or release of any hazardous or toxic substance, pollutant or contaminant with respect to the collateral securing a Shared-Loss Loan that has been fully or partially charged-off.

"Examination Criteria" means the loan classification criteria employed by, and any applicable regulations of, the Assuming Institution's Chartering Authority at the time an action is taken, as such criteria may be amended from time to time.

" Failed Bank " has the meaning set forth in the Purchase and Assumption Agreement.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-32

Sun Security Bank

Ellington, Missouri

" Federal Arbitration Act " has the meaning set forward in Section 7.9.

" Final Recovery Certificate " means the Quarterly Certificate for the final Recovery Quarter.

" Fixtures " has the meaning set forth in the Purchase and Assumption Agreement.

" FDIC " means the Federal Deposit Insurance Corporation, in any capacity, as appropriate.

" FDIC Party " has the meaning set forth in Section 7.2.

" Fully Charged-Off Assets " means Assets subject to Failed Bank Charge-Offs that were completely charged-off by the Failed Bank and had a Book Value of zero on the Bank Closing Date.

" Investment in Subsidiary " means the amount of the Failed Bank's direct and indirect investment in a Shared-Loss Subsidiary, including any amounts due from that Shared-Loss Subsidiary to the Failed Bank that were acquired by the Assuming Institution, calculated as of the Commencement Date.

" Intrinsic Loss Estimate " is One Hundred Thirteen Million Five Hundred Two Thousand One Hundred Forty Seven Dollars ($113,502,147.00).

" Legal Balance " has the meaning set forth in the Purchase and Assumption Agreement.

" Loan " has the meaning set forth in the Purchase and Assumption Agreement.

" Management Standards " has the meaning set forth in Section 3.1.

" Member " has the meaning set forth in Section 7.10.

" Net Loss Amount " means the sum of all Covered Losses less all Covered Gains and, if the Purchase and Assumption Agreement includes a Single Family Agreement, the Cumulative Loss Amount under and as defined in the Single Family Agreement.

" Net ORE Income " means the extent to which aggregate ORE Income exceeds ORE Expenses, as described in Section 2.9(g)(i) or (ii), as appropriate.

" Net ORE Loss Carryforward " means the amount of any ORE Income in any Recovery Quarter that is a negative number.

" Net Recoveries " has the meaning set forth in Section 2.4(c).

" Neutral Member " has the meaning set forth in Section 7.10(a)(ii).

" New Shared-Loss Loans " means loans that would otherwise be subject to loss sharing

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-33

Sun Security Bank

Ellington, Missouri

under this Agreement that were originated after the Bid Valuation Date and before the Bank Closing Date.

" Notice of Dispute " has the meaning set forth in Section 7.3.

" Obligor " has the meaning set forth in the Purchase and Assumption Agreement.

" ORE " means the following that (a) are owned by the Failed Bank as of the Bank Closing Date and purchased pursuant to the Purchase and Assumption Agreement or (b) have been acquired subsequent to the Bank Closing Date from the collection or settlement by the Assuming Institution of a Shared-Loss Loan, including, without limitation, any assets which have been fully or partially charged-off on the books and records of the Failed Bank or the Assuming Institution:

(a) interests in real estate (other than Bank Premises and Fixtures), including but not limited to mineral rights, leasehold rights, condominium and cooperative interests, air rights and development rights; and

(b) other assets (whether real property, furniture, fixtures or equipment and, at the option of the Receiver, other personal property) acquired by foreclosure of ORE or in full or partial satisfaction of judgments or indebtedness.

" ORE Expenses " means the aggregate expenses paid to third parties by or on behalf of the Assuming Institution after the final Shared-Loss Quarter to manage, operate and maintain ORE, Additional ORE and Subsidiary ORE, which may include property taxes, insurance and sales commissions, provided that such commissions are of an amount customary for the type and location of the asset.

" ORE Income " means income received by or on behalf of the Assuming Institution or its Affiliate(s) from the operation, and any gains recognized by the Assuming Institution on the disposition, of ORE, Additional ORE and Subsidiary ORE.

" Party-Appointed Arbitrator " has the meaning set forth in Section 7.10(a)(ii). "Permitted Advance" has the meaning set forth in Section 2.8(a).

" Permitted Amendment " has the meaning set forth in Section 2.8(b).

" Person " has the meaning set forth in the Purchase and Assumption Agreement.

" Purchase and Assumption Agreement " has the meaning set forth in Recital A.

" Quarterly Certificate " means a certificate or certificates, signed by an officer of the Assuming Institution involved in, or responsible for, the administration and servicing of the Shared-Loss Assets, whose name appears on a list provided to the Receiver (as updated by the Assuming Institution as needed from time to time) of servicing officers and the related supporting documentation setting forth in such form and detail as the Receiver may specify from time to time the items listed at Section 5.2(a), in the form set forth in Exhibit 5.2 and delivered as set forth in Article 5 of this Agreement.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-34

Sun Security Bank

Ellington, Missouri

" Receiver " has the meaning set forth in the Purchase and Assumption Agreement.

" Record " has the meaning set forth in the Purchase and Assumption Agreement.

" Recovery " has the meaning set forth in Section 2.9.

" Recovery Quarter " means a Calendar Quarter commencing with and including the first Calendar Quarter following the final Shared-Loss Quarter and ending on the Termination Date.

" Reimbursable Expenses " has the meaning set forth in Section 2.7(a).

" Related Liability " has the meaning set forth in the Purchase and Assumption Agreement.

" Related Liability Amount " has the meaning set forth in the Purchase and Assumption Agreement.

" Related Loan " means a loan or extension of credit held by the Assuming Institution at any time on or prior to the end of the final Recovery Quarter that is:

(a) made to the same Obligor with respect to a Loan that is a Shared-Loss Asset or with respect to a Loan from which ORE, Additional ORE or Subsidiary ORE derived; or

" Respondent Party " has the meaning set forth in Section 7.6(b).

" Review Board " has the meaning set forth in Section 7.10.

" Settlement Interest Rate " has the meaning set forth in the Purchase and Assumption Agreement.

" Shared-Loss Assets " means Shared-Loss Loans, Subsidiary Shared-Loss Loans, ORE, Additional ORE, Subsidiary ORE and Capitalized Expenditures.

" Shared-Loss Loan Commitment " means (a) a Commitment to make a further extension of credit or a further advance with respect to an existing Shared-Loss Loan or (b) a Shared-Loss Loan in respect of which the Assuming Institution has made a Permitted Amendment.

" Shared-Loss Loan Commitment Advance " means an advance pursuant to a Shared-Loss Loan Commitment with respect to which the Assuming Institution has not made a Permitted Advance.

" Shared-Loss Loans " means the following:

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-35

Sun Security Bank

Ellington, Missouri

(a) Loans purchased by the Assuming Institution pursuant to the Purchase and Assumption Agreement set forth on Schedule 4.15B thereto;

(b) New Shared-Loss Loans purchased by the Assuming Institution pursuant to the Purchase and Assumption Agreement;

(d) Shared-Loss Loan Commitment Advances, if any; and

(e) Shared-Loss Loans (as described at paragraphs (b) through (d) above) with respect to which the Assuming Institution has made a Permitted Amendment;

but does not include:

	(i) Consumer Loans; or
	(ii) Loans, New Shared-Loss Loans, Permitted Advances or Shared-Loss Loan Commitment Advances with respect to which a Shared-Loss Subsidiary is an Obligor.

" Shared-Loss Quarter " means a Calendar Quarter commencing with the initial Calendar Quarter and ending with and including the Calendar Quarter in which the fifth (5th) anniversary of the Commencement Date occurs.

" Shared-Loss Subsidiary " and " Shared-Loss Subsidiaries " mean the Subsidiary or Subsidiaries, if any, listed on Schedule 4.15D , as applicable.

" Shares " means common stock and any instrument which by is, or which may become, convertible into common stock.

" Single Family Agreement " means, if any, the Single Family Shared-Loss Agreement and the Exhibits thereto attached as Exhibit 4.15A to the Purchase and Assumption Agreement and entered into of even date with this Agreement among the Receiver, the Corporation and the Assuming Institution.

" Subsidiary " has the meaning set forth in the Purchase and Assumption Agreement.

" Subsidiary ORE " means ORE listed on Schedule 4.15D and owned by the Shared-Loss Subsidiary identified on that Schedule 4.15D as the owner of such ORE.

" Subsidiary Shared-Loss Loans " means Shared-Loss Loans listed on Schedule 4.15D owned by the Shared-Loss Subsidiary identified on that Schedule 4.15D as the owner of such Shared-Loss Loans.

" Termination Date " means the last day of the Calendar Quarter in which the eighth (8th) anniversary of the Commencement Date occurs.

" Third Party Servicer " means any servicer appointed from time to time by the Assuming Institution, which may include an Affiliate of the Assuming Institution, to service the

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-36

Sun Security Bank

Ellington, Missouri

Shared-Loss Assets on behalf of the Assuming Institution.

" Tranche 1 Amount " means a Net Loss Amount up to and including One Hundred Thirteen Million Five Hundred Two Thousand One Hundred Forty Seven Dollars ($113,502,147.00).

" Tranche 2 Amount " means a Net Loss Amount in excess of the Tranche 1 Amount.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-37

Sun Security Bank

Ellington, Missouri

EXHIBIT 2.7

EXCLUSION FROM REIMBURSABLE EXPENSES

Pursuant to Section 2.7(b)(iii) of this Agreement, the following calculation applies to determine the proportion of the expense attributable, for financial accounting purposes, to the reduction of the Book Value of a Shared-Loss Loan which may not be included as a Permitted Expense. All capitalized terms used in this Exhibit 2.7 have the meanings defined or referenced in Article 8 of this Agreement.

X = E * [1- (A+B+C) l

(A+B+D)

Where:

X = the proportion of expense not allowed as a Permitted Expense pursuant to Section 2.7(b)(iii)

A = the total amount of all Failed Bank Charge-Offs of principal on the Shared-Loss Loan (excluding reversals or charge-offs of Accrued Interest)

B = the total of all Charge-Offs effected by the Assuming Institution of principal on the Shared-Loss Loan amount (excluding reversals or charge-offs of Accrued Interest)

C = the amount of principal on the Shared-Loss Loan that has not yet been charged-off but has been placed on non-accrual status, all of which occurred during the period in which the expenses represented by E were recognized

D = the total amount of principal indebtedness due from the Obligor on the Shared-Loss Loan after any amendment, modification, renewal, extension, refinance, restructure, commitment, sale or other similar action

E = the portion of the expense attributable, for financial accounting purposes, to the reduction of the Book Value of the Shared-Loss Loan

However, in the event that the portion derived from the calculation represented by:

[1- (A+B+C)]

(A+B+D)

is a negative number, the value of: (A+B+C)

(A+B+D)

shall be deemed to be 1 and accordingly the value of X shall be zero.

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-38

Sun Security Bank

Ellington, Missouri

EXHIBIT 2.9

INTEREST INCOME AS A RECOVERY

Pursuant to Section 2.9(d) of this Agreement, the following calculation applies to determine the proportion of interest income recognized by the Assuming Institution for financial accounting purposes with respect to a Shared-Loss Loan which may be included as a Recovery subject to the limit in Section 2.9(e). All capitalized terms used in this Exhibit 2.9 have the meanings defined or referenced in Article 8 of this Agreement.

X = ((A + B +C)/D) * E

Where:

X = the allowable proportion of interest income recognized by the Assuming Institution on the Shared-Loss Loan pursuant to Section 2.9(d) provided that such portion may not exceed one hundred percent (100%) of E .

A = the total amount of all Failed Bank Charge-Offs of principal on the Shared-Loss Loan (excluding reversals or charge-offs of Accrued Interest)

B = the total amount of all Charge-Offs effected by the Assuming Institution of principal on the Shared-Loss Loan (excluding reversals or charge-offs of Accrued Interest)

C = the amount of principal on the Shared-Loss Loan that has not yet been charged-off but has been placed on non-accrual status, all of which occurred at any time prior to or during the period in which the interest income represented by E was recognized

D = the total amount of principal indebtedness (including all Failed Bank Charge-Offs and Charge-Offs as described at A and B ) due from the Obligor on the Shared-Loss Loan after any amendment, modification, renewal, extension, refinance, restructure, commitment, sale or other similar action

E = the total amount of interest income recognized by the Assuming Institution for financial accounting purposes with respect to the Shared-Loss Loan

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-39

Sun Security Bank

Ellington, Missouri

EXHIBIT 5.2

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-40

Sun Security Bank

Ellington, Missouri

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-41

Sun Security Bank

Ellington, Missouri

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-42

Sun Security Bank

Ellington, Missouri

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-43

Sun Security Bank

Ellington, Missouri

SCHEDULE 4.15b

LOANS SUBJECT TO LOSS SHARING UNDER THE

COMMERCIAL SHARED-LOSS AGREEMENT

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-44

Sun Security Bank

Ellington, Missouri

SCHEDULE 4.15D

SHARED-LOSS SUBSIDIARIES

Module 1 -- Whole Bank w/Optional Shared Loss Agreements

Version 3.2 -- COMMERCIAL SHARED-LOSS AGREEMENT

July 15, 2011

C-45

Sun Security Bank

Ellington, Missouri

Exhibit 31.1

CERTIFICATIONS


I, Joseph W. Turner, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Great Southern Bancorp, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 7, 2011

/s/ Joseph W. Turner

Joseph W. Turner

President and Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Rex A. Copeland, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Great Southern Bancorp, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 7, 2011

/s/ Rex A. Copeland

Rex A. Copeland

Treasurer

Exhibit 32

SECTION 1350 CERTIFICATIONS

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned hereby certifies in his capacity as an officer of GREAT SOUTHERN BANCORP, INC. (the "Company") that the quarterly report of the Company on Form 10-Q for the quarter ended September 30, 2011 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the financial statements included in such report.

Dated: November 7, 2011	/s/ Joseph W. Turner Joseph W. Turner President and Chief Executive Officer

Dated: November 7, 2011	/s/ Rex A. Copeland Rex A. Copeland Treasurer